Topic

Listing Act

The Listing Act package is one of the most relevant reforms of European capital markets. It comprises Regulation (EU) 2024/2809 (amending the Prospectus

In a nutshell

The Listing Act package is one of the most relevant reforms of European capital markets. It comprises Regulation (EU) 2024/2809 (amending the Prospectus Regulation, MAR and MiFIR), Directive (EU) 2024/2810 (amending MiFID II) and Directive (EU) 2024/2811 on multiple-vote share structures.

In force from 4 December 2024, with staggered application. As of May 2026, the bulk of Prospectus Regulation amendments enters application on 5 June 2026: simplified prospectus content, a new EU follow-on regime for subsequent issuances by already-listed issuers, reduced approval timelines, section standardisation. The mandatory prospectus exemption threshold rises to 12 million euros on a 12-month rolling basis, with Member States' option to derogate downwards to 5 million.

The multiple-vote share structures directive harmonises the introduction of multiple-vote shares for SMEs at first listing on SME growth markets: transposition deadline 5 December 2026. Italy has already moved with the Italian Capital Markets Law (Law 21/2024), extending the maximum voting cap from 3 to 10 votes per share. The directive will impact actively upon transposition.

On MAR amendments (delayed disclosure of inside information, insider lists, manager transactions), ESMA is still consulting: final guidelines expected in the second half of 2026. On manager transactions, the new EU baseline is €20,000 with national authorities' option to raise it to €50,000 or lower it to €10,000.

LX20 advises pipeline IPO issuers, SMEs assessing Euronext Growth Milan or European equivalents, and listed issuers in managing the regulatory transition, with attention to interim period clauses governing the move from the old to the new regime.

Related practices

Banking, Finance & Capital Markets

Banking, financial and insurance law. Financial instruments, alternative and complementary finance, Islamic finance. Counsel to banks, asset managers, supervised intermediaries and issuers.

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M&A, Corporate & Governance

Corporate law and extraordinary transactions. Acquisitions, mergers, joint ventures, restructurings, ongoing corporate secretarial work for Italian and international groups.

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Related publications

SMEs and the Listing Act — what changes

9-slide carousel on the main interventions of the EU Listing Act (Reg. 2024/2809 and Dir. 2024/2810) and the implications for Italian SMEs: simplified prospectus, exemption thresholds, dual-class shares, secondary-market liquidity regime, MAR deregulation.

Specialised team

Alessandro Negri della Torre

Founder & Managing Partner

Gian Marco Iulietto

Senior Associate

Carlo Giuliano

Partner

Giulio De Bruno

Of Counsel

Cristina Carati

Of Counsel

Nabil Ryah

Of Counsel

Frequently asked questions

When does the Listing Act apply?

The Listing Act package is in force from 4 December 2024. The bulk of Prospectus Regulation amendments enters application on 5 June 2026. The multiple-vote share structures directive must be transposed by 5 December 2026.

How does the prospectus exemption threshold change?

It rises from the previous level (varying by Member State) to 12 million euros on a 12-month rolling basis. Member States may derogate downwards to 5 million. In Italy the choice will follow the discretion procedure under Article 100 TUF.

Are manager transactions automatically subject to a €50,000 threshold?

No. The new EU baseline is 20,000 euros. National competent authorities may raise it to 50,000 euros or lower it to 10,000 euros. In Italy, an explicit CONSOB decision is awaited.

What is the EU follow-on prospectus?

A new simplified regime for subsequent issuances by already-listed issuers. Reduced content compared to a full prospectus, focused disclosure on the specific transaction, and shortened approval timelines.

Is the 10 votes per share rule already operational in Italy?

Yes. Article 13 of the Italian Capital Markets Law (Law 21/2024) has already extended the maximum voting cap for multiple-vote shares from 3 to 10 votes. Applicable to Italian companies during IPO or share capital restructuring.

Is the EU Directive 2024/2811 on dual class already operational?

No. The directive is in force but requires Member State transposition by 5 December 2026. Until Italian transposition, the regime applies the Capital Markets Law to Italian companies.

Are the MAR guidelines final?

No. ESMA is consulting on delayed disclosure (consultation document ESMA74-268544963-1567 of February 2026), insider lists and other profiles. Final guidelines are not expected before the second half of 2026.

Do SMEs have specific benefits in the Listing Act?

Yes. Simplified EU Growth prospectus, reduced insider lists, lighter MAR regime for SME growth market issuers. The reform expands several of these benefits and revises the simplified insider list format.

Does the Listing Act guarantee the reopening of the Italian IPO market?

No. The package reduces regulatory friction and market access costs — it is an enabling condition, not an automatic legal effect. The restart depends on market factors (valuations, investor appetite, rates environment, private capital alternatives).

How to manage the operational transition for pipeline issuances?

For offerings whose prospectus publication is scheduled around 5 June 2026, dialogue with CONSOB anticipates which regime to apply. The ESMA Public Statement of 7 May 2026 provides operational guidance.

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