Financial, Capital Market in Italy, New Consob Regulation
Art. 196 – ter TUF – Consob Resolution no. 23597 of 4 June 2025
Consob, the new general regulation on the sanctioning procedure and on the procedure for the presentation and evaluation of commitments
With resolution no. 23597 of 4 June 2025, Consob introduced some changes to the General Regulation on sanctioning procedures aimed mainly at introducing the procedural rules for the implementation of the new institution of commitments, provided for by art. 196-ter TUF.
This provision, introduced by Article 23 of the Capital Law, provides for the right for the recipient of a sanctioning proceeding to present Consob with commitments such as to eliminate the risk of harm to the interests of the investors and the market being contested.
Consob, having assessed the seriousness of the violation and the suitability of the commitments, can make them mandatory and close the sanctioning procedure without ascertaining the violation (on the regulation of the commitments, see Assonime circular no. 6/2024).
The fourth paragraph of article 196 ter of the TUF delegated Consob to adopt the procedural rules for the presentation and evaluation of commitments.
In implementation of this delegation, the Authority put out for public consultation a proposal to amend the Regulation on the sanctioning procedure, to which Assonime responded by formulating observations and suggestions deemed useful to encourage the use of the new tool and to encourage more effective cooperation with the Authority in its implementation (See Response to Assonime consultation no. 7/2025).
Some of the proposed observations were welcomed by Consob and led to a revision of various points of the proposal to amend the regulation put out for consultation (see Report illustrating the results of the consultation).
The Regulation adopted with resolution no. 23597/2025 following the consultation (which entirely replaces the previous General Regulation on the Consob sanctioning procedure) therefore introduces, alongside the ordinary procedure, the sub-procedure of commitments, regulating the following phases:
1) Presentation of the commitment proposal (art. 10)
in line with the provisions of the art. 196-ter, the Regulation clarifies that the proposal of commitments is at the initiative of a party and that the 30-day deadline for presentation starts from the completion of the notification of the letter of dispute of the objections. In the following 30 days from the submission of the proposal, the applicant can provide additions on specific aspects of the proposal;
in the event of a request for access to the documents, the 30-day deadline for the presentation of the proposal remains suspended, only once, until the date on which such access is permitted and the presentation of the proposal interrupts the deadline for the conclusion of the sanctioning procedure;
the commitment proposal must be presented on the basis of a form attached to the Regulation to the Administrative Sanctions Service, which promptly transmits it to the Division that formulated the objections. Proposers who intend to assert confidentiality and secrecy requirements for the information provided can do so in the form.
2) Admissibility of commitments and preliminary investigation (art. 11-12)
The Administrative Sanctions Service, having consulted the Division that formulated the objections, may ask the proposer for clarifications and clarifications regarding the proposal, within 30 days of its receipt or its possible integration. In this case, the proposer integrates the proposal within the deadline of 30 days, which can be extended only once by 15 days, in exceptional cases;
within 30 days of receiving the proposal or its integration, the Administrative Sanctions Service, having consulted the Division that formulated the objections, communicates its inadmissibility if:
(i) the proposal was sent after the permitted deadlines;
(ii) the proposer does not provide feedback to requests for clarifications and additions;
within 30 days of receiving the proposal, or its integration, or the clarifications provided, the Administrative Sanctions Service, in agreement with the Division that formulated the objections, sends a reasoned report with the evaluations to the Commission, as well as to the proponent, who can submit written observations within 30 days.
3) Consultation phase (art. 13)
The Commission may, within 30 days of receiving the reasoned report and if it deems it appropriate in consideration of the type of commitments and the extent of the violation, order the publication of the proposal of commitments and an extract of the letter of complaint, to allow sector operators to present observations within 30 days. In such cases, article 195 of the Consolidated Law on Finance applies, with the consequent possibility of carrying out the consultation phase anonymously. In any case, the proposal for commitments is published with the indication that the final decision does not imply the ascertainment of the violation;
the decision to arrange the consultation or not must be promptly communicated to the proponent, who can respond to the observations received during the consultation and present, only once, additional changes and additions to the commitment proposal.
4) Decision-making phase (art. 14)
The Commission, having evaluated the proposals presented by the Administrative Sanctions Service in agreement with the Division that formulated the objections, orders (i) the approval of the proposed commitments, making them mandatory and closing the sanctioning procedure, or (ii) the rejection of the proposal, ordering the continuation of the sanctioning procedure;
for the purposes of the decision, the Commission takes into account the seriousness of the proposer’s conduct, the fact that he has been the recipient of previous sanctioning measures, the suitability of the proposed measures to eliminate the profiles of damage to the interests of investors and the market. In case of approval, compliance with the commitments is verified by the Division that formulated the objections;
5) Continuation and reopening of the sanctioning proceedings (art. 15)
In case of rejection of the proposal, the deadline for the conclusion of the sanctioning procedure starts from receipt of the rejection communication to the proposer;
in case of approval of the proposal, the sanctioning procedure can be reopened if:
(i) the factual situation changes significantly with respect to an element on which the approval provision was based;
(ii) the interested parties contravene their commitments;
(iii) the approval provision is based on incomplete, inaccurate or misleading information provided by the proponent.
12/06/2025
Source Assonime
Association of Italian joint-stock companies
