Bond issues: from tomorrow onwards, shorter timeframe for Consob approval of prospectus publication
The power of authorisation passes from the Commission to the head of the Issuers' Division. It will be easier for companies to seize the favourable moment to place securities
2' min read
Key points
2' min read
Shorter timeframe for Consob's go-ahead for the publication of bond issue prospectuses. As of tomorrow, Saturday 19 July, the power to authorise both prospectuses and their supplements passes from the Commission, Consob's top decision-making body, to the head of the Issuers' Division. The change is aimed at facilitating companies' access to the capital market, shortening the authorisation process for corporate bond issues and thus making it easier for companies to seize the most favourable moment for placing securities on the market.
The new article in the Issuers' Regulation
Upstream of this novelty there is a consultation with the market, as a result of which Consob introduced the new Article 8-bis of the Issuers' Regulations, which precisely attributes the power to approve prospectuses of non-equity securities to the Divisional Manager responsible for the subject matter, who may also delegate the Deputy Divisional Manager in general terms. The power to approve this type of prospectus remains vested in the Commission in certain cases (Resolution No. 23574 of 28 May 2025).
The initiative follows a series of regulatory interventions already adopted by Consob in pursuit of the objectives set out in the Ministry of Economy and Finance's Green Paper of March 2022, with a particular focus on the approval process of prospectuses and the need to speed up the related procedural timeframes, in order to make the Italian capital market more attractive.
The divisional manager has the power to approve prospectuses
.The attribution of the power to approve prospectuses for non-equity securities to the Divisional Head, instead of the Commission, is thus in addition to the changes introduced in February 2024 regarding the reduction of scrutiny time and costs as well as the use of the English language also for approval applications, and meets market participants' expectations of a reduction in the time between the closing of the investigation (so-called 'no-further comments') and the approval of the prospectus.
The approval certificate provided for the so-called 'passport' will also be adopted for the prospectuses for those securities by the Divisional Manager. The application forms for the approval of these prospectuses have been updated in order to take into account the change introduced at the approval stage.
