Antitrust compliance programmes:

On 4 October 2018, the Italian Antitrust Authority (IAA) has adopted the guidelines on how to structure an antitrust compliance programme and its treatment in the context of an antitrust investigation. The Guidelines provides undertakings with guidance on (i) the definition of the content of the compliance programme; (ii) the request for an assessment of the programme for the purposes of awarding possible mitigation; (iii) the criteria that the ICA intends to adopt in its assessment for the purposes of awarding mitigation.

Market Abuse Regulation (MAR):

On 14 September 2018, Legislative Decree no. 107 of 10 August 2018 has been published on the Italian Official Gazette. It entered into force on 29 September 2018. The Legislative Decree introduces the necessary amendments to the Italian Financial Services Act in order to remove the inconsistency between the old provisions contained therein and the new ones set forth by MAR.

In detail, the amendments to the Italian Financial Services Act cover the following matters: (i) the definition of “privileged information” (ii) communication obligations placed on listed companies with regard to privileged information, (iii) communication obligations placed on companies with shares spread among the public, (iv) relevant shareholders and insider dealing obligations, (v) the purchase of treasury shares.

GDPR:

The EU General Data Protection Regulation 2016/679 (“GDPR”) became applicable in all Member States on 25 May 2018. On 4 September 2018, Legislative Decree no. 101 of 10 August 2018 has been published on the Italian Official Gazette; it entered into force on 19 September 2018. The Legislative Decree intends to align the Italian data protection framework with the provisions of the GDPR and therefore introduces substantial changes to Legislative Decree no. 196 of 30 June 2003 (the “Italian Privacy Code”).

Law Decree “on urgent provisions for employees’ and businesses’ dignity”:

Law Decree no. 87 of 12 July 2018, converted into Law no. 96 of 9 August 2018 (also known as “Dignity Decree”), came into force on 14 July 2018 and amended certain provisions of the Italian employment legislation. The Law sets forth new rules on fixed-term employment contracts which are now subject to stricter requirements. The infringement of any of the rules provided for fixed-term contracts triggers the conversion of the fixed-term employment contract into an open-ended employment contract. Moreover, the employment relationship between temporary agency workers (lavoratori somministrati a termine) and staff agencies (agenzie di somministrazione) is also subject to the same rules applied to fixed-term contracts. Finally, the Law provides for an increase both in the minimum and in the maximum indemnity to which employees hired under the so-called “tutele crescenti” regime are entitled in the event of an unlawful dismissal.

Partial inconsistency of Legislative Decree no. 23 of 4 March 2015 with the Italian Constitution:

With decision no. 194 of 8 November 2018, the Italian Constitutional Court declared the inconsistency of art. 3, paragraph 1, Legislative Decree no. 23 of 4 March 2015 (also known as “Jobs Act”) with articles 3, 76 and 117 of the Italian Constitution, since it provides that the indemnity to which employees who have been unlawfully dismissed are entitled is calculated solely on the basis of their length of service, without taking into consideration other criteria, listed by the Court, such as the number of employees working at the company, the size of the company, the general conduct of the parties and their conditions.

Corporate Governance: the provisions on remuneration and incentives policies applied by banks and banking groups:

The Bank of Italy has amended its Circular no. 285 of 17 December 2013 regarding the provisions on remuneration and incentives policies applied by banks and banking groups. The amendments to the Circular, submitted to public consultation on 14 March 2018, are mainly aimed at adapting the Italian regulatory framework to the European Banking Authority (“EBA”) guidelines on the matter, issued on 27 June 2016 to implement Directive (EU) 2013/36 (“CRD IV”). The remuneration and incentives policies compliant with the new provisions must be submitted, at the latest, to the approval of the shareholders’ meeting convened to approve the 2018 financial statement. Moreover, banks, within the limits set forth by collective agreements, are required to: (i) apply the new provisions to individual employment contracts signed starting from 1 April 2019; and (ii) promptly adapt the individual employment contracts in place to the new provisions and, in any case, within 1 April 2019, with reference to the members of the strategic supervision, management and control bodies and within 30 June 2019 for the other employees.

Benchmark Regulation:

On 20 November 2018 the Italian Government has preliminary approved the Legislative Decree implementing Regulation (EU) 2016/1011 (the Benchmark Regulation, “BMR”). The BMR introduces a regime for benchmark administrators that will ensure the accuracy and integrity of benchmarks and it will introduce a code of conduct for contributors of input data requiring the use of robust methodologies and sufficient and reliable data.

MiFID II/MiFIR:

On 23 August 2018 the Bank of Italy has submitted to public consultation a new set of provisions implementing the MiFID II/MiFIR package with regard to the matters falling within its exclusive competence. The scheme amends and completes the rules currently in force and provides for the reorganization of the provisions concerning obligations placed on intermediaries providing investment services and collective asset managers. The consultation ended on 23 October 2018. The most significant amendments concern: (i) the rules on corporate governance, remuneration and incentive schemes and administrative and accounting responsibility; and (ii) the authorisation for banks to provide investment services.

Insurance Distribution:

On 16 June 2018, Legislative Decree no. 68 of 21 May 2018 has been published on the Italian Official Gazette and entered into force on 1 July 2018. The Legislative Decree implements Directive (EU) 2016/97 on insurance distribution (“IDD”) by introducing more efficient and simplified systems for the management of registers and for the supervision on undertakings and intermediaries. Legislative Decree no. 209 of 7 September 2005 (the “Italian Code on Private Insurance”) has been amended accordingly. The IDD represents a significant increase in the level of consumer protection, although in many ways it consolidates into European law principles and rules that were already present in Italian framework. Following the implementation of IDD into Italian law, on 2 August 2018 the Italian Supervisory Authority on Insurance (IVASS) has issued three new regulations (no. 39, 40 and 41) respectively on (i) administrative sanctions; (ii) transparency, advertising and manufacturing of insurance products; and (iii) insurance and reinsurance distribution.

PSD2 – Payment Services Directive e IFR – Interchange Fees Regulation:

On 13 January 2018, Legislative Decree no. 218 of 15 December 2017 has been published on the Italian Official Gazette; it entered into force on 13 January 2018. The Legislative Decree, which implements Directive 2015/2366 (Payment Services Directive, “PSD2”) into Italian Law, is aimed at increasing the transparency, the competition and the integration of the EU market of the payment services and the development of the e-commerce. It also enhances the rights of the payment services’ users and it appoints the Bank of Italy and the IAA as the relevant supervisory authorities for the application of PSD2 into Italy.

Urgent provisions for the city of Genoa:

On 15 November 2018, Law Decree no. 109 of 28 September 2018 has been converted into Law no. 130 of 16 November 2018. The Law introduces urgent provisions for the city of Genoa and for the reconstruction of the Morandi Bridge, and provides for further measures, which inter alia include: (i) new risk prevention obligations on toll-road concessionaires with respect to infrastructures; (ii) new powers granted to the Transportation Authority (ART) with respect to tariffs and regulatory frameworks of the existing toll-road concessions; (iii) the appointment of a new National Agency for the safety of railways, road and toll-road infrastructures (ANSFISA).

2018 Budget Law:

From a tax perspective, the 2018 Budget Law has introduced the following tax measures: (i) new "web tax" on digital transactions; (ii) dividends and capital gains from qualifying holdings taxed at 26%; (iii) amendments to the notion of permanent establishment; (iv) tax step-up of intangibles recognised in the consolidated financial statements; (v) more certainty as to the Registration Tax; (vi) extension of long-term savings plans (PIR) to real estate companies; (vii) amendments to the tax regime of dividends received from entities resident in jurisdiction with a privileged tax regime; (ix) stricter rules in relation to the deductibility of interest expenses for corporate tax purposes.

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