The term Internal Dealing refers to the transactions of buying and selling of the securities of a listed Company by its own directors, auditors and top managers. Taking into account the important roles that these individuals hold within the Company it is evident that the buying and selling transactions of Company’s securities can represent a particular disclosure value for the market.
Precisely for this particular disclosure value, legislation has placed in the hands of these individuals the obligation to promptly inform the market of any purchase / sale transactions carried out on the securities of their company. (Art. 114, paragraph 7 of the Consolidated Finance Act and art. 152 sexies and subsequent of the Consob Issuer Regulations 11971/99). These transactions are regulated by a special procedure which controls the methods of communication to the market.
From 2006 regulations regarding Internal Dealing came into force, which are governed by art. 114 of the Consolidated Finance Act and articles 152-sexies, 152-septies and 152-octies of the Consob implementing regulation no. 11971 of 14/05/1999 and subsequent amendments.
According to the regulations
The relevant individuals are required to inform CONSOB and the issuer of any transactions involving shares and related financial instruments, carried out by them and by closely related persons within five trading days from the date of the transaction; the listed issuer is required to publish in the manner provided the information received from the relevant person by the end of the trading day following its receipt.
Legislation has identified, as relevant parties, the members of the Board of Directors, Statutory auditors and shareholders with a shareholding of at least 10% of the share capital, as well as persons closely associated to them, such as:
1. spouse unless legally separated, dependent children, including those of the spouse, and if cohabiting for at least 1 year, parents, relatives and in-laws of the relevant parties;
2. legal entities, partnerships and trusts in which a relevant party or one of the said persons listed under (1) above holds the management function, alone or jointly;
3. legal entities directly or indirectly controlled by a relevant party or one of the parties listed in (1) above;
4. partnerships whose economic interests basically coincide with those of a relevant party or one of the persons listed in (1) above;
5. trusts set up for the benefit of a relevant party or one of the persons indicated in (1) above.
All the documents certifying the sale and purchase transactions of securities by top management are saved in this section.