Newsletter December 2019

Latest Regulatory Updates on Crowdfunding

In order to align the Regulation related to the collection of risk capital through online portals, adopted by CONSOB with resolution no. 18592 of 2013 ("Crowdfunding Regulation"), to the latest news introduced by the 2019 Budget Law in the Consolidated Law on Finance (Testo Unico della Finanza) (“TUF”), CONSOB has provided for certain amendments to the Crowdfunding Regulation with resolution dated October 10, 2019. In line with the trend of the last years aimed at simplifying the modalities for raising capital for small and medium-sized enterprises, the legislator further extended the number of sources of financing for such companies.
In particular, the 2019 Budget Law expanded the definition of "portal for collection of capital for SMEs and social enterprises" in order to include among the activities exercisable through such portals also the activity of “raising capital through bonds or debt financial instruments by the SMEs”.
It has been also provided that the portal operator shall reserve the subscription of bonds and debt securities, within the limits set forth by the Italian Civil Code, to: 

  • professional investors;
  • non-professional investors having a value of securities’ portfolio , including cash deposits, higher than two hundred and fifty thousand euro. For the purposes of ascertaining the qualification as investor, the relevant interested party must submit to the portal operator one or more declarations issued by banks or investment firms showing the value of aforesaid;
  • non-professional investors undertaking to invest at least one hundred thousand euro in an offer, and declaring in writing that they are aware of the risks connected with the commitment or the envisaged investment;

non-professional investors making the investment in the context of the performance of portfolio management services or investment advisory services. In such a case, the financial intermediary, in order to ascertain the qualification as investor, must provide a declaration from which it results that such investor is making the investment on behalf of a client as part of a portfolio management service. Should the investment be made as part of the advisory services received, the interested party must submit to the portal operator the declaration of adequacy issued by the intermediary which has provided the service.
 
The Crowdfunding Regulation, as recently updated, also provides that the portals operators are entitled to establish, in a special section of the portal, an electronic bulletin board for the publication of expressions of interest relating to the purchase and sale of financial instruments which have been subject of offers successfully concluded within a crowdfunding campaign carried out on the portal.