外文翻译--意大利调节新规则中关联方交易问题.docVIP

本科毕业论文（设计） 外 文 翻 译 外文出处The Harvard Law School Forum on Corporate Governance and Financial regulation 外文作者 Edward F．Greene，Cleary Gottlieb Steen Hamilton LLP 原文： Italian Regulator Issues New Rules on Related-Party Transactions On March 12, 2010, through Resolution No. 17221, Consob issued new rules governing related-party transactions entered into by listed issuers and other issuers with widely held shares. The new rules are applicable whether such transactions are entered into directly by such issuers or indirectly through subsidiaries (the “Regulation”). Main Innovations The Regulation confers a pivotal role upon independent directors, organized in committees and possibly assisted by advisors, who shall be called upon to provide ex ante opinions on related-party transactions. Under the Regulation, independent directors will have to be involved in the negotiation and preparatory phases leading up to material related-party transactions. In order not to render related-party transactions excessively burdensome, the Regulation provides a simplified regime for recently-listed issuers, small-sized issuers and widely held unlisted issuers, as well as exemptions for certain categories of transactions. Continuing and periodic disclosure obligations are also provided. As to the former, a material related-party transaction shall trigger an obligation on the part of the issuer to publish an ad hoc disclosure document. As to periodic disclosure, on the other hand, each covered issuer’s annual management report and the interim management report shall contain specific information on related-party transactions. In adopting the Regulation, Consob also amended Article 37 of the regulation adopted pursuant to Resolution No. 16191 of October 29, 2007, as amended (the “Markets Regulation”), introducing a specific and significant measure aimed at enhancing the protection of minority shareholders in issuers subject to “dire