Collocamento in qualsiasi forma, controllo e apertura al mercato dei capitali

The ruling deals with the issue of the qualification of a company as issuer of financial instruments widely distributed among the public set forth by article 2325-bis of the Italian civil code and article 2-bis of Con-sob regulation no. 11971 del 1999 (Issuers’ Regulation), following a transaction of free assignment of shares. The Court of Milan affirms that in the present case several indicators show the lack of the qualitative requirement of a placement realized in whatsoever form capable of demonstrating the intention of the issuer or its controlling shareholder to access the capital market. Hence, this paper analyses the requirements set forth by law for the qualification of issuers of financial instruments widely distributed among the public and focuses on corporate control and opening to capital markets for the purposes of a placement pursuant to article 2-bis of the Issuers’ Regulation.