by Stefania Peveraro
The new Italian Regulation on crowdfunding has finally been published by Consob, Italy’s Supervisory Authority on Financial Markets. The new Regulation has been revised and corrected in order to incorporate the regulatory changes introduced by the 2019 Budget Law which extends the activity of the equity crowdfunding portals also to the placement of debt instruments.
As better explained in this article by BeBeez today, the interesting thing is that Consob has decided to listen to the market and therefore to expand the range of potential investors in so-called minibonds, envisaging three new categories of investors different from professional investors and professional investors upon request. So much so that retail investors can also subscribe to campaigns, as long as this takes place within the framework of an asset management service or investment advice. This is a striking novelty for the market and which is part of the trend that sees many asset managers offering private clients investments in private assets. The theme is widely discussed in the book published by EdiBeez, Private capital: experiences and solutions. That’s why alternative finance works (here the free download, but it’s in Italian sorry, maybe in the future we are going to translate it).
However what is not very clear now is the role of lending platforms. With this regulation, Consob has in fact expanded its range of action, providing new rules for the placement of debt instruments issued by SMEs. The Illustrative Report of the new Regulation on page 7 stresses that the debt instruments in question must be instruments in line with “Article 1, paragraph 1-bis, of the TUF (Testo Unico della Finanza, editor’s note), which states that: Securities are defined as categories of values that can be traded on the capital market, such as: […] b) bonds and other debt securities, including depository receipts relating to such securities, […] In addition, with specific reference to financial bills, the provisions of Article 5 of the Law No. 43/1994 pursuant to which “the promissory notes are considered as transferable securities for any purpose envisaged by the law”. In the light of the foregoing, all the debt securities falling within the definition of the TUF, including therefore the financial bills”.
Theoretically, therefore, loans to SMEs which are instead offered on lending platforms, are not included in the definition. However doubt are arising as the only official recognition for lending portals at the regulatory level were the Disposizioni in materia di raccolta del risparmio da parte dei soggetti diversi dalle banche (provisions on the raising of savings by subject different from banks) issued in 2016 by the Bank of Italy, which included a section (the IX) completely dedicated to social lending (see here a previous post by BeBeez). But the Bank of Italy had made it clear that this was only the first piece of a new normative still in the making. Now it is probably time for the Bank of Italy and Consob to work together with a comprehensive clarification on the subject.