Yooxgroup

Regulatory references:

- Decree 58/1998 (TUF) – arts. 114.1, 115-bis, 181 and 193
- Consob Regulation 11971/1999 and subsequent amendments and additions (Issuers' Regulation or IR) - arts. from 152-bis to 152-quinquies
- Consob Communication DEM/6027054 dated 28 March 2006

The register of insiders was established as a preventive and precautionary measure in support of the regulations on market abuses.
The Ist level Directive (Dir. 2003/6/EC) on market abuses establishes that member states must require issuers or persons acting in their names or on their behalf to keep a Register of persons "who work for them, under an employment contract or otherwise, and who have access to privileged information". The IInd level Directive (Dir. 2004/72/EC) sets out the enabling regulations, in terms of the contents of the Register, and the way it is kept and updated. These Directives were adopted in Italy by Community Law 62/2005, which added art. 115-bis to the TUF. This article requires listed issuers, the parties that control them and the persons who act in their names or on their behalf to establish and keep regularly updated a Register of the persons who, due to their employment or professional work or as a consequence of the functions they perform, have access to privileged information.
With respect to the Community regulation, art. 115-bis of the TUF extends the required coverage of the Register to include the parties that exercise control over issuers.
The power to regulate how such Registers shall be established, kept and updated was delegated to Consob. The related instructions were set down in Consob Resolution 15232 dated 29 November 2005, which came into force on 1 April 2006.


Purpose

The regulations on insiders have two key objectives:
- encourage the parties required to keep registers to establish suitable internal procedures regarding the circulation and monitoring of privileged information so that, prior to disclosure to the public, knowledge of such information is restricted as far as possible, thereby helping to reduce the phenomenon of "market rumours";
- facilitate investigations into market abuses by the competent authorities (Consob and the Judiciary), considering both the abuse of privileged information and market manipulation.
Privileged information is defined in art. 181 of the TUF as precise information, not in the public domain, directly or indirectly relating to one or more issuers of financial instruments, that if made public could significantly influence the prices of such financial instruments.
Information is deemed to be precise if it refers to a set of circumstances or events that have taken place or which can reasonably be expected to take place. Creation and constant updating of the Register of insiders also means that the parties who may perform improprieties can be tracked closely, thus providing a tool for the mapping of risks pursuant to the requirements of Decree 231/2001.