Prepared by Fabrizio Cascinelli, Francesco Della Scala
On 10 July 2023, Consob launched a public consultation aimed at defining the Regulations governing the list of “digital circulation register managers”, in implementation of the so-called “FinTech Decree”, i.e. Law decree no. 25 of 17 March 2023, converted, with amendments, by Law no. 52 of 10 May 2023.
The FinTech Decree, in force as of 16 May 2023, has introduced a new form and circulation regime for certain financial instruments (digital form), recognizing the possibility of using distributed ledger technologies (DLT) for their issuance and transfer, regulating the relevant conditions and defining the rules for the circulation for these instruments.
This Decree represents, on the one hand, the national implementation to Regulation (EU) 858/2022, which established a pilot regime for DLT market infrastructures (“Pilot Regime“) and, on the other hand, also applies to situations not included in the scope of the Pilot Regime. In such cases, it is provided that the relevant issues must take place on digital circulation registers maintained by managers who are registered on a special list maintained by Consob.
In this respect, the FinTech Decree provides that banks, investment firms, market operators, financial intermediaries, payment institutions, e-money institutions, insurance or reinsurance companies, issuers of financial instruments other than the above, as well as new participants specialized in this activity, may qualify as registry managers.
Therefore, by means of the Regulation submitted for consultation, the Authority establishes the list of registry managers, defining the requirements required to make the registry’s registration scheme operative.
The draft regulation consists of two parts and is accompanied by three annexes.
Part I contains the general provisions, while Part II is reserved for the list of register managers for digital circulation and the related provisions; in detail: – Title I of Part II establishes the aforementioned list, indicating the entities that may be entered on it as “registry managers” and defining the information that must be provided for each manager;
- Title I of Part II establishes the aforementioned list, indicating the entities that may be entered on it as “registry managers” and defining the information that must be provided for each manager;
- Title II of Part II establishes (i) the application procedure for admission to the list (referring to Annex 1 for the detailed instructions for the preparation of the application and Annex 2 for the minimum content of the technical report illustrating the initiative), (ii) the preliminary investigation to be carried out by Consob as well as (iii) the cases of removal from the list (upon request of the manager or on the initiative of Consob);
- Title III of Part II refers to Annex 3 for the minimum content of the document to be made available to the public by the registry manager concerning the registry’s operating procedures and the mechanisms for safeguarding its operation.
The public consultation has a duration of 60 days; therefore, comments must be received by Consob no later than 9 August 2023.
Please note that the Fintech Decree has also granted Consob further regulatory powers, which the Authority has announced it will exercise at a later stage and in multiple phases; however, the Authority will already evaluate comments on additional aspects of the subject at this early stage.
For a deeper discussion, please contact:
PwC TLS Avvocati e Commercialisti