Implementation of the Takeover Directive in Italy

January 15, 2008

Effective from December 28, 2007, Italy implemented EC Directive No. 2004/25/EC on takeover bids (the Takeover Directive). The Italian securities commission (CONSOB) will amend its regulations within six months to complete the implementation process.

The implementation of the Takeover Directive in Italy has resulted in several amendments to the regime governing both voluntary and mandatory bids in Italy. The approach taken by the Italian legislature was to widely embrace the principles set forth by the Takeover Directive, even when their implementation, as it was the case, for instance, with the breakthrough rule, was left to the discretion of each EU member state.

The attached memorandum provides an overview of the new rules introduced in Italy.