News of the week:
Watch for scams! Avoid falling into financial traps: follow these five steps
ESG increasingly integrated into the business of listed companies, with 2025 marking a transition towards new regulations
Consultation with the market on amendments to reduce the impact of reporting burdens on securitisations
Consob and the Bank of Italy update the document on the division of EMIR responsibilities

Consob's decisions of the week

- NEWS OF THE WEEK -

1) Always check that the intermediary is authorised

Remember that anyone offering investment services in Italy relating to financial instruments (such as shares and bonds) or crypto-assets must be authorised. This applies to all channels of communication: telephone, email, the internet, messaging systems such as WhatsApp and Telegram, social media, and so on.

Any such initiatives that are not authorised are unlawful and, in the vast majority of cases, conceal financial scams.

In Italy, authorisation is granted by Consob or the Bank of Italy or, for independent advisers who are individuals or companies, by a specific body, the Office of Financial Compliance (OCF) . It may also be granted by the national supervisory authorities of other European Union countries.

2) Always check the official registers

Before making any investment decision, it is good practice to check whether the company contacting you is listed in the official registers of authorised operators.

Beware of fake registers!

Only consult the official registers found on the following websites:

- Consob

- Bank of Italy

- ESMA, the European

the national financial market supervisory authorities of various European countries

On the dedicated page, you can view the full list of national authorities and access the relevant registers of authorised intermediaries directly

If the company does not appear on the official lists, stop!

3) Pay particular attention to companies authorised abroad

Some intermediaries authorised in other European Union countries may also offer services in Italy.

In such cases, authorisation is granted by the national supervisory authority of the country of origin. Supervision, as regards activities carried out without a branch, remains the responsibility of that same authority, including for dealings with Italian clients.

For this reason, it is always advisable to check the information on the website of the national supervisory authority of the country of origin that issued the authorisation.

This check also applies to crowdfunding services (select 'ECSPR, European crowdfunding service providers' from the registers on the left), which involve online fundraising to finance individual business projects.

4) Warning regarding offers without a prospectus

Offers of financial products are accompanied by the publication of a prospectus, which in the case of crypto-asset offers may take the form of a short, simplified document, known as a white paper.

Prospectuses and white papers are available on the ESMA website.

If you cannot find the prospectus or white paper, stop!

5) Always check names and authorisation and registration numbers

Bear in mind that fraudsters often use the trick of 'clone sites' – counterfeit websites that are almost identical to the originals. This is a ploy designed to mislead.

Always remember, therefore, to check that the name and internet address (URL) of the company offering you investment services match exactly those of the authorised company listed in the registers. Sometimes a simple hyphen ( - ) instead of a full stop ( . ) makes the difference between a legitimate business and a fraudulent one.

Also check that the authorisation and/or registration number shown on the website offering you investment services is identical to the one appearing in the official registers.

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Consob report on sustainability reporting by Italian listed companies published

The gradual strengthening of the integration of ESG (Environmental, Social and Governance) issues into business models and governance, which began in 2018, continued in 2025, a year of transition characterised by a process of evolution towards the new regulations. This is what emerges from Consob's 'Report on the sustainability reporting of Italian listed companies' for 2025, the first year of reporting under the framework set out by the European Corporate Sustainability Reporting Directive (CSRD) and the mandatory European Sustainability Reporting Standards (ESRS).

In 2025, 136 Italian companies listed on Euronext Milan published their new sustainability reports, accounting for 69.4% of the total (97.1% in terms of market capitalisation). In 2024, 150 companies had published a non-financial statement or NFS (72% of listed companies, corresponding to 97.2% in terms of market capitalisation).

The 2025 report, based on a sample of 60 companies, was prepared during a period of evolution in the European regulatory framework, recently amended by the Omnibus I Directive, which has eased disclosure requirements and narrowed the scope of application. The evidence shows that companies which will continue to be subject to regulatory obligations from the 2027 financial year onwards have, compared to those that may no longer be obliged to do so, more structured reporting processes, with a greater prevalence of internal procedures for preparing sustainability reports (57% vs 43%), ESG or sustainability plans (73% vs 53%) and more frequently integrate ESG factors into their strategy (25% vs 18%) and into executive remuneration policies (90% vs 67%). Companies no longer required to report, which are smaller in size and have less formalised processes, nevertheless demonstrate a common approach to identifying issues relevant for reporting purposes.

Stakeholder involvement in the double materiality analysis (which assesses the impact of ESG factors on the company and the impact the company itself has on the environment and society) is widespread, affecting 80% of the companies analysed, with frequent participation from suppliers, employees and customers. The Board of Directors is also frequently involved (in over 93% of cases) in the double materiality process.

Climate change remains a priority for all the companies analysed, although only 13% of the sample state that they have a climate transition plan in place, whilst 17% plan to adopt one in the near future. As regards social issues, impacts relating to the company's workforce are significant for all companies.

Finally, the role of ESG factors in remuneration policies is becoming increasingly prominent: 78% of the companies in the sample (and 90% of those that will be required to report on sustainability in the future) have incorporated them into the variable remuneration of their CEOs.

In view of the shift in regulatory requirements, this year's Report is supplemented by an addendum that traces the evolution of trends recorded between 2018 and 2024, drawing on Consob reports relating to companies that have published their DNFs. The addendum highlights how, over this period, stakeholder engagement has gradually increased, as has the role of the board of directors in materiality analysis; the establishment of sustainability committees has grown, and the inclusion of ESG objectives in executive remuneration schemes has seen significant increases. A picture emerges of a structural transformation of reporting processes and corporate governance in listed companies towards models more oriented towards sustainability.

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Consob has submitted for market consultation a number of amendments to its provisions on securitisation, issued in implementation of the Consolidated Law on Finance (Article 4-septies.2'

In light of the evidence gathered following an initial period of application of the Consob Provisions, amendments are proposed that are essentially aimed at reducing the burdens on operators, particularly in cases where they are required to provide information on securitisation transactions not only to Consob but also to the prudential authorities.

Among the most significant changes:

- the extension of the deadline for notifying securitisation transactions to one month from the date of issue, compared with the current 5 and 15 days respectively for simple, transparent and standardised (‘STS’) securitisations and for non-standardised securitisations. This proposal aligns the notification deadlines to Consob with those set by the prudential authorities, facilitating a unified management of the notification obligations incumbent on banks involved in STS securitisation transactions;

- the introduction, for significant banks, of the possibility to submit certificates of compliance with the Securitisation Regulation signed by persons delegated by the management body.

Other proposed amendments aim to refine the content of the Consob Provisions, in line with current provisions in the FAQs, for example with regard to the possibility of delegating the task of transmitting information to Consob to the servicer of the securitisation transaction.

Comments on the consultation document must be submitted by 27 April 2026 online via the SIPE – Integrated External System.

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Consob and the Bank of Italy have updated the "Overview document on the allocation of EMIR competences" (European Market Infrastructure Regulation) in order to bring it into line with the 'EU Regulation on OTC derivatives, central counterparties and trade repositories' (No 648/2012), recently amended by the 'EU EMIR 3.0 Regulation' (No 2024/2987), and to streamline its structure.

The new document is available at the following link.

The operational guidelines for counterparties contained in the Consob Communication of 6 May 2016 remain unchanged.

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- Consob has approved, pursuant to Article 102(4) of the Consolidated Law on Finance (TUF), the document relating to the voluntary full takeover bid launched by CPI Property Group SA, covering a maximum of 4,413,586 listed shares issued by Next Re SIIQ Spa, representing approximately 20.04% of the issuer's share capital, i.e. all Next RE shares excluding (a) the offeror's holding and (c) the issuer's 38,205 treasury shares (representing approximately 0.17% of the relevant share capital). The offer price per share is €3.00, including dividends. The offer will commence on 20 April and close on 15 May 2026 (both dates inclusive), with the possibility of the offer period being reopened, subject to the relevant conditions being met, from 25 to 29 May 2026. The offer is aimed at the delisting of Next Re SIIQ shares listed on Euronext Milan (Resolution No. 23951 of 16 April 2026);

- Consob has approved, pursuant to Article 102(4) of the TUF, the document concerning the mandatory public takeover bid, launched by Oep Danzig BidCo Spa, for a maximum of 3,104,360 shares in Digital Value Spa, representing 30.27% of the issuer's share capital, at a price of €29.00 per share, including dividends. The offer will commence on 24 April and end on 15 May 2026, inclusive, with the possibility of the offer period being reopened, should the conditions be met, from 25 to 29 May 2026. The offer is aimed at the delisting of Digital Value shares listed on Euronext Milan (Resolution no. 23950 of 16 April 2026).

Consob has adopted, pursuant to Article 99(1)(c) of the TUF, three measures prohibiting the public offering of financial products, which were already subject to a precautionary suspension for a period of ninety days:

- public offering of financial products relating to 'mining or investment contract plans' promoted by Aixa Miner Cloud Mining Investment Ltd, including via the websites https://aixaminer.com, https://aixaminer.org and https://aixaminer.net, in breach of Article 94-bis of the TUF, already suspended as a precautionary measure by Resolution No. 23833 of 21 January 2026 (Resolution No. 23953 of 16 April 2026);

- an offer to the public resident in Italy concerning 'Mining or Investment Contract Plans' carried out by Fyenergy Cryptocurrency Investment Ltd, including via the websites https://fyenergy.com, https://fyenergy.org and https://fyenergy.net, already suspended as a precautionary measure by Resolution No. 23832 of 21 January 2026 (Resolution No. 23952 of 16 April 2026);

- the public offering of financial products comprising the "Investment Packages" named "Iniziale", "Standard", "Premium" and "Premium Plus" promoted by the entity known as "Hodlwealth", including via the website https://hodlwealth.org in breach of Article 94-bis of the TUF, already suspended as a precautionary measure by Resolution No. 23834 of 21 January 2026 (Resolution No. 23954 of 16 April 2026).

The Head of Consob's Division for the Supervision of Intermediaries and Investor Protection has accepted the application for revocation following the express renunciation by 2R Capital Investment Management Limited of the authorisation to provide the investment services referred to in Article 1(5)(f) of Legislative Decree No 58 of 24 February 1998 (TUF) and the ancillary service referred to in Annex 1, Section B, point 3, of the TUF, with the consequent removal of the said company from the register of third-country firms other than banks referred to in Article 20(1) of the same decree. The full text of Executive Decision No. 161 of 9 April 2026 is available on the website www.consob.it.

The Head of Consob's Issuer Supervision Division has determined the minimum shareholding threshold for the submission of lists of candidates for the election of the administrative and control bodies of the company Piquadro Spa, which closed its financial year on 31 March 2025. Subject to any lower threshold provided for in the companies' articles of association, the threshold has been set at 2.5% of the share capital. The full text of Executive Decision No. 162 of 10 April 2026 is available on the website www.consob.it, accompanied by a table setting out the criteria used to determine the shareholding threshold.

The Head of the Division for the Supervision of Intermediaries and Investor Protection has accepted Innexta Scrl's application to revoke its authorisation to provide the crowdfunding service referred to in Article 2(1)(a)(ii) of Regulation (EU) 2020/1503, following the company's express withdrawal. The full text of Executive Decision No 163 of 10 April 2026 is available on the website www.consob.it.

 

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