News of the week:
Beware of scams! Watch out for fake websites using the ACF logo!
Save the date: 2 October 2025, the seminar "Financial market contracts: cases, rules and safeguards" will take place at the Consob Auditorium in Rome
Memorandum of understanding between Consob and Agcm for collaboration in areas of mutual interest
Applicability of the exemption from the mandatory takeover bid to a merger transaction with the simultaneous stipulation of shareholder agreements: answer to question
Watch for scams! Financial fraud: Consob blacks out 10 unauthorised websites
Advertising Material: the new advertising message transmission system is up and running from 1 September 2025
Financial Education Month is back - Until 17 October, it is possible to submit applications for financial, insurance, and social security education initiatives

Commission decisions

- NEWS OF THE WEEK -

In recent days, portals that replicated the contents of the Financial Disputes Arbitrator.

The Financial Disputes Arbitrator (ACF), the body set up by Consob for the out-of-court settlement of disputes between intermediaries and savers, warns of the risk of possible scams perpetrated by unknown individuals through portals/websites that illegally replicate the ACF logo and content.

In this regard, please note that the ACF portal is only accessible via this link: https://www.acf.consob.it/.

Any portals or websites with addresses other than the one indicated above are not in any way related to the ACF or Consob. In recent days, several portals that improperly replicated that of the ACF have been detected and immediately blocked.

Please note that under no circumstances the ACF ask for credit card or bank account numbers, nor will it request payments of any kind.

We recommend that you exercise the utmost caution and report any unusual requests to the ACF by emailing info.acf@consob.it or calling 06.8477850.

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The seminar on “Financial market contracts: cases, rules and safeguards”, which will be held on 2 October 2025, from 9:15 a.m., at the Consob Auditorium, in Via Claudio Monteverdi, 35 - Rome, will offer an important opportunity to discuss financial market law issues, including market regulation, contractual structures and investor protection. 

There will be three sessions during which university lecturers who are experts on the subject and Consob specialists will alternate as Speakers.

The detailed program for the event is available.

In-person participation is free until the capacity of the room is reached. Please register your participation at: https://www.consob.it/web/consob-and-its-activities/enrollments.

Live streaming will be provided at the following link: https://www.youtube.com/live/6pLqRcqCpzs.

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The Chairman of the National Commission for Companies and the Stock Exchange, Paolo Savona, and the Chairman of the Italian Competition Authority, Roberto Rustichelli, have signed a Memorandum of Understanding that defines the framework for cooperation between the two institutions. The agreement aims to pursue more effective action by the two authorities in areas relating to their respective spheres of activity and common interest through the coordination of their interventions.

In particular, Consob and Agcm will cooperate by exchanging reports where, in the context of proceedings falling within their respective competences, there are indications of violations of rules that are also relevant to the other Authority. In addition, they will periodically exchange information on general lines of action and activities carried out in the exercise of their respective powers. Consob and Antitrust may also collaborate by conducting joint fact-finding investigations and preparing joint reports to Parliament and the Government on matters of common interest. Finally, the two Authorities may consult each other in the context of investigations initiated under the relevant regulations.

To carry out and coordinate activities of common interest, a Technical Committee will be set up - composed of the heads of the offices responsible for the matters dealt with - which will meet whenever deemed appropriate. In addition to issues relating to the activities of the two institutions, the Technical Committee will also examine technical aspects relating to the implementation, amendment, and integration of the MoU.

Under the MoU, which has a duration of three years, CONSOB and AGCM also undertake to organize training activities and to collaborate in the development of shared solutions, including on issues related to artificial intelligence and crypto-assets.

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In response to a question, Consob confirmed the application of the exemption from the obligation to launch a mandatory takeover bid provided for in Article 49, paragraph 1, letter g) of the Issuers' Regulation (so-called whitewash) in the event of a proposed merger by incorporation and to the agreements between the respective reference shareholders strictly functional and connected to it (communication no. 0086303 of 10 September 2025).

Consob’s consolidated guideline is that if the shareholders' agreements are functional to the merger and take place simultaneously, the same ‘whitewash’ exemption may apply to them.

In particular, with communication no. DEM/2050754 of 22 July 2002, Consob recognised that "in the event that the signing of shareholders’ agreements is strictly functional to the realisation of a merger and takes place at the same time as the agreements relating to the merger plan, it can be assumed that the same agreements are an integral part of the merger transaction and, therefore, that these transactions also fall within the ask of Article 49 [of the Issuers' Regulation] according to which the mandatory takeover bid rules are not applicable in the event of a significant purchase ‘resulting from merger transactions'".

Having said this, for the purposes of assessing the presence of the functional link between the shareholders' agreement and the merger, Consob clarified that it is necessary to consider both the content of the agreements between shareholders and the timing of their stipulation.

In relation to the content, the agreement must not contain provisions that go beyond that which is necessary to execute the merger. Therefore, agreements limiting circulation aimed at ensuring the implementation of the business plan shared by the parties, such as lock-up and pre-emption agreements, as well as agreements on the governance of the company resulting from the merger, aimed at ensuring the contracting parties have shared and significant roles in its management, are admitted.

With regard to the timing, the signing of the agreements at the same time as the preparation of the merger plan, or in other words, the signing of the agreements at the same time as the agreement on the merger plan, constitutes an indicative element of concurrence.

In the case brought to the attention of Consob, the requirements indicated by Consob to confirm the applicability of the ‘whitewash’ exemption to the stipulated Shareholders' Agreements are integrated. These agreements, in fact, were stipulated at the same time as the merger agreement, to be submitted to the shareholders' meeting for approval, and will only be effective from the effective date of the merger itself.

From the relative content, it emerges that the provisions of these agreements are aimed at regulating the life of the company resulting from the merger and are strictly functional to it (governance, stability of the post-merger shareholder base, through "lock up"). Essentially, these agreements do not contain provisions that go beyond the purposes of the merger and the need to provide the company with corporate governance that is functional to it, as is normally the case in this type of transaction.

Finally, with reference to the pre-assembly information contained in the Explanatory Report of the Board of Directors of the acquiring company, Consob believes that it meets the requirements of Article 49, paragraph 3, of the Issuers' Regulation and, therefore, is complete.

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Consob has ordered the black-out of 10 new websites offering illegal services for crypto-assets.

The Authority used the powers introduced by the MiCAR regulation (Regulation (EU) 2023/1114 and Legislative Decree no. 129 of 5 September 2024) regarding the blackout of the websites through which crypto-asset services are provided to Italian savers without the prescribed authorisations.

Below are the sites Consob has ordered to be blacked out:

• “YTT975” (website https://ytt975.it);
• “YQZ585” (website https://yqz585.it);
• “EWQ778” (website https://ewq778.it);
• “AWE818” (website https://awe818.it);
• “GRT325” (website https://grt325.it);
• “TUT551” (website https://tut551.it);
• “SFS854” (website https://sfs854.it);
• “12DEF” (website https://12def.it);
• “YTH937” (website https://yth937.it);
• “C7VIZ” (website https://c7viz.it).

The number of sites blacked out since July 2019, when Consob was given the power to order the black-out of websites of fraudulent financial intermediaries, has thus risen to 1399.

The measures adopted by Consob can be consulted on its website at www.consob.it website.

The black-out of these websites by internet service providers operating on Italian territory is ongoing. For technical reasons, it can take several days for the black-out to come into effect.

Consob draws investors' attention to the importance of adopting the greatest diligence in order to make informed investment choices, adopting common sense behaviours, essential to safeguard one's savings: these include, for websites that offer financial services and crypto-assets, checking in advance that the operator with whom you are investing is authorised, and, for offers of financial products and crypto-assets, that a prospectus or white paper has been published.

Please note, there is a section on the homepage of the website at www.consob.it, entitled "Watch for Scams!", which provides useful information warning investors about fraudulent financial schemes.

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Pursuant to Article 101, paragraph 1 of the TUF, Consob has prepared the structured system for the acquisition of documentation relating to any type of advertising carried out in Italy concerning an offer (DePub). The DePub system is operational from 1 September 2025.

The manual and operating instructions for registration and access to the system are available from that date.

Until 31 December 2025, during the transitional period, the use of the new system is recommended; in the event of difficulties in accessing and/or transmitting via the DePub system, and if any problems cannot be resolved with the assistance of the help desk, the supervised parties may send the documentation via their certified e-mail (PEC) address consob@pec.consob.it.

At the end of the transition period (i.e. from 1 January 2026), the advertising documentation will be transmitted exclusively through DePub.

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Applications for participation in Financial Education Month 2025 open on 1 September. Proposals must be submitted to the Committee for the Planning and Coordination of Financial Education Activities (Edufin Committee) by 17 October.

To propose an initiative aimed at promoting the development and learning of financial, insurance, and pension knowledge and skills, please complete the online form on the Committee's website (https://www.comitatoeducazionefinanziaria.gov.it/home/index.html).

Associations, institutions, businesses, universities and research centers, schools, foundations, public administrations, and any organization wishing to engage in financial education with quality events that meet the participation criteria established by the Edufin Committee Guidelines may submit applications.

Once approved by the Committee, the event will be published in the "Financial Education Month 2025" calendar on the Committee's website.

The eighth edition of the initiative will take place from November 1st to 30th, 2025, with events throughout Italy to raise awareness on crucial issues such as savings, investments, pension planning, and insurance. The Committee comprises the Ministry of Economy and Finance, the Ministry of Education, the Ministry of Economic Development, the Ministry of Labour, the Bank of Italy, Consob, Covip, Ivass, Ocf, and the National Council of Consumers and Users.

The initiative’s slogan is “Financial education: today for your tomorrow”, an invitation to invest time in personal finance education to make more informed decisions and be better prepared for the unexpected.

The programme includes seminars, webinars, educational workshops, games – both in person and online – and three key events: Financial Legality Day, promoted by the Edufin Committee and the Guardia di Finanza, under the patronage of the Ministry of Economy and Finance, specifically for schoolchildren, to be held on 5 November; Social Security Education Week, from 17 to 23 November; and Insurance Education Day, on 12 November.

This year's event will also maintain its connection with World Investor Week, promoted by Iosco (7–13 October). Initiatives meeting all the requirements will receive double recognition and will be included in both the World Investor Week and Financial Education Month calendars.

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• Verification of non-compliance of the financial statements as of December 31, 2023, and the simplified half-yearly report as of June 30, 2024, of Giglio Group S.p.A. - Request for publication of supplementary disclosures, pursuant to Article 154-ter, paragraph 7 of Legislative Decree No. 58/98 (Resolution No. 23605 of 19 June 2025).

• Launch of marketing in Italy of units of the non-reserved closed-end financial fund (FIA) "Mediolanum Private Markets Italia III" (Feeder Fund), pursuant to Article 44 of Legislative Decree No. 58/98, managed by Mediolanum Gestione Fondi Sgr Spa, and approval of the related offering prospectus pursuant to Article 20 of EU Regulation 2017/1129.

• Approval, pursuant to Article 79-quinquiesdecies, paragraph 2, of the Consolidated Law on Finance, of the Service Regulations submitted by Monte Titoli, containing the amendments approved by the Company's Chief Executive Officer on 9 July 2025, concerning the introduction of the new PTCS service. The Annex to the resolution, which forms an integral and substantial part thereof, contains the complete list of services that Monte Titoli is authorized to provide as a central securities depository on the date of adoption of the resolution (Resolution No. 23669 of 16 September 2025).

• Order, pursuant to Article 94, paragraph 1, letter h) of Regulation (EU) 2023/1114 (“MiCAR”) and Article 4, paragraph 1 of Italian Legislative Decree no. 129/2024, to cease the infringement of Article 59 of the MiCAR carried out through the websites: https://ytt975.it; https://yqz585.it; https://ewq778.it; https://awe818.it; https://grt325.it; https://tut551.it; https://sfs854.it; https://12def.it; https://yth937.it; https://c7viz.it consisting in the provision of crypto-asset services to the Italian public (Resolution No. 23671 of 16 September 2025).

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