Gruppi di società e informazioni privilegiate

The European Regulation on market abuse No. 596/2014 (“MAR”) is based on the principle that investors will be placed on an equal footing to limit the ability of the corporate insiders to selectively disclose material information and strengthen the public confidence in the market integrity. However, this “equal treatment” rule may significantly hinder and de facto stifle the functioning of a group of companies, which depends on the ability of the management body of the parent company to receive the relevant information from the management body of the subsidiary in order to give them instructions with reference to the key strategic business decisions. The Article contends that selective disclosure in favour of the controlling entity should be permitted where strictly necessary to further the business interests of the group and provided that the financial interests of the minority shareholders of the subsidiary are adequately protected and reasonable measures are taken to preserve the ongoing confidentiality of the selectively disclosed information. More generally, the Article argues that the most important interpretative issues posed by MAR (i.e., about the notion of inside information and “reasonable investor” or the requirements to be met in order to benefit from a delay of the public disclosure of inside information) should be solved bearing in mind the specificity of the group of companies as a peculiar form of business organization.