Italian Finance Law Update: Curbing SME Delistings from Milan Stock Exchange

Italian Government Steps In to Halt SME Delistings from Milan Stock Exchange

The Italian government is taking decisive action to stem the tide of small and medium-sized enterprises (SMEs) leaving the Milan Stock Exchange (Piazza Affari). Recent reforms to the Testo Unico della Finanza (Unified Finance Act) aim to revitalize the market and encourage more SMEs to remain listed, addressing a concerning trend of delistings.

The Delisting Crisis: A Growing Concern

Between 2023 and the first half of 2025, 86 SMEs chose to delist from Piazza Affari, whereas only 62 new small and medium-sized businesses joined the market. This resulted in a net loss of 24 listed companies and a collective market capitalization decrease of over €44 billion. This data, highlighted in a report by the Observatory “SMEs and Capital Markets” established by Consob and CeTIF-Università Cattolica, prompted the government intervention.

Key Reforms to Boost SME Listings

The government, led by Giorgia Meloni, is implementing several key changes. These include a renewed focus on research support for SMEs, revised admission criteria for listing, and a reduction in the minimum float requirement. Specifically, the threshold for joint payments (“bundling”) for research and execution has been eliminated, supporting smaller companies. The reforms also emphasize the need for independent, transparent, and reliable research analysis, with Consob overseeing compliance.

Easing Admission and Trading Rules

The updated regulations also address admission to trading and negotiations on the stock exchange. Market operators can now reject listing applications if they believe the issuer’s situation could harm investor interests. Companies seeking a listing must demonstrate a market value of at least €1 million, or equivalent capital and reserves. To encourage SME participation, the minimum float requirement has been reduced from 25% to 10% of the shares.

Streamlining Public Offerings

Changes have also been made to the rules governing public offerings. The approval timeframe for a European prospectus for a follow-on offering has been reduced to 7 working days, and investors now have three days (increased from two) to revoke their acceptance of an offer after a supplement is published. Consob will establish information requirements for operators to balance investor protection with reduced burdens on issuers.

The Role of the Fondo Nazionale Strategico Indiretto

Complementing these regulatory changes is the launch of the Fondo Nazionale Strategico Indiretto (FNSI), a public-private fund with €700 million in capital. This fund aims to invest in SMEs and further discourage delistings. The fund will operate with central oversight from Rome, while investment decisions will be managed in Milan.

FAQ

Q: What is the Testo Unico della Finanza?
A: It’s the Unified Finance Act, a key piece of Italian financial legislation that is being amended to address the SME delisting issue.

Q: What is a “float”?
A: The float refers to the number of shares of a company that are available for trading in the public market.

Q: What is the FNSI?
A: The Fondo Nazionale Strategico Indiretto is a new fund designed to invest in Italian SMEs and prevent them from delisting from the stock exchange.

Q: Who is responsible for overseeing the new regulations?
A: Consob, the Italian stock market regulator, will play a key role in overseeing compliance and setting secondary regulations.

Pro Tip: SMEs considering listing should carefully review the revised admission criteria and explore available research support options.

Did you know? The recent wave of delistings represents a significant loss of market capitalization for Piazza Affari.

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