Titoli «illiquidi» e doveri informativi dell'intermediario

Based on two court decisions, the paper deals with the topic of the intermediary’s disclosure duties in the event of the issue or sale of so-called “illiquid” securities, meaning those that, even after the investment transaction, are not negotiable due to a lack of buyers. In this regard, the two transactions emerging from the events are legally framed and analysed: namely, the subscription or purchase of (illiquid) shares by a bank’s customers and the subsequent (and possible) listing on trading venues (emerging only from one of the decision). This is in order to understand (i) whether and to what extent the rules of conduct governing the performance of investment services and activities provided for at EU and domestic level, including in implementation of the well-known MiFID directives, with regard to the disclosure duties provided for, are applicable (Article 21 et seq. of the Consolidated Law on Finance; Article 44 et seq. of Delegated Regulation (EU) 2017/565; Article 36 et seq. Consob Regulation No. 20307/2018 (Intermediaries Regulation), following the classification of the transactions as one of the investment services; (ii) whether and to what extent there is a duty on the part of the issuer to engage with investor-shareholders regarding the decision to access trading venues in compliance with the Consob Recommendation of 2016 (Consob Recommendation n. 0092492 dated 18 October 2016).