Plural voting: Decree 189 opens markets to listed companies

Legislative Decree no. 189 of October 7, 2026, transposes Directive (EU) 2024/2810 and prohibits multilateral trading facilities from rejecting a company solely because it has issued multiple-vote shares. The text, issued by President of the Republic Mattarella, is published in the Official Gazette, General Series no. 245 of October 21, 2026, with the official reference (26G00206), and enters into force on October 22, 2026, the day following publication.

The regulation concludes the process initiated by the delegation granted to the Government by Article 13 of Law no. 91 of June 13, 2025 (2024 European delegation law), following the preliminary deliberation of the Council of Ministers on July 2, 2026, and the final deliberation on September 24, 2026. The decree bears the signature of Prime Minister Meloni and ministers Foti (European affairs, PNRR and cohesion policies), Giorgetti (economy and finance), Tajani (foreign affairs and international cooperation), and Nordio (justice), who countersigned it as Minister of Justice.

The measure also transposes Regulation (EU) 2024/2809: both European acts are dated October 23, 2024, and were published in the Official Journal of the European Union on November 14, 2024, L Series.

A new article in the Consolidated Law on Finance

Article 1 inserts Article 66-bis.1 into the Consolidated Law on financial intermediation provisions (Legislative Decree no. 58 of February 24, 1998), according to which the rules of a multilateral trading facility “may not prevent the admission to trading of a company, Italian or European, by reason of the fact that the company has issued shares with multiple voting rights.”

The trading system must ensure that admitted multiple-vote shares are “clearly identified as such,” while the companies themselves inform the market operators of the existence of structures with multiple-vote shares. Consob may issue any implementing provisions for the article.

What companies must communicate

Companies that have requested admission, or whose shares are already admitted to a multilateral trading facility or an SME growth market, shall publish the information in the offering prospectus or the admission document, or in the annual financial report. The contents concern:

• the structure of the share capital, with the various categories of shares, including those not admitted to trading;
• for each category, the connected rights and obligations, the percentage of the capital or the total number of shares, and the total number of votes;
• any restrictions on the transfer of shares, including shareholder agreements known to the company;
• any restrictions on voting rights;
• the identity, if known, of the shareholders holding multiple voting shares exceeding 5 per cent of the total voting rights and the persons authorized to exercise them on their behalf.

Consob Sanctions up to 2.5 million euros

Article 2 aligns the regulatory framework with Regulation (EU) 2024/2809 and rewrites Article 187-ter.1 of the TUF regarding market abuse (Regulation (EU) No 596/2014). For violations of Articles 16 and 17, Consob may impose sanctions from 5,000 euros up to 2,500,000 euros, or up to 2 per cent of turnover; if the amount based on turnover is disproportionately low, the ceiling remains 2.5 million, reduced to 1 million for SMEs.

For violations of Articles 18 and 19, the range goes from 5,000 euros to 0.8 per cent of turnover, with a maximum of 1 million euros (400,000 for SMEs); for Article 20, from 5,000 to 1 million euros, or up to 0.8 per cent of turnover. For natural persons, sanctions range from 5,000 to 1 million euros (Articles 16 and 17) and from 5,000 to 500,000 euros (Articles 18, 19, and 20). If the benefit obtained exceeds the maximums, the sanction is increased up to threefold.

The decree also modifies Article 114, paragraph 3, of the TUF regarding the methods of public disclosure of inside information and intervenes in Articles 187-quater, 187-octies, 191-bis, and 194-bis, where it adds the criterion of the duplication of criminal and administrative proceedings for the same conduct.

No burden on public finance

Article 3 contains the financial invariance clause: administrations shall provide for the necessary human, instrumental, and financial resources available under current legislation. Article 4 sets the entry into force on the day following publication in the Official Gazette.

For listed companies and SMEs seeking capital, the change is immediate: multiple voting is no longer an obstacle to access to multilateral trading facilities, but requires enhanced transparency regarding ownership structures and voting rights. Intermediaries and market operators must adapt their rules, while Consob is called upon to define the implementing regulations and to exercise the new sanctioning framework.

Official source: Official Gazette of the Italian Republic, General Series no. 245 of October 21, 2026, legislative decree October 7, 2026, no. 189 (26G00206).