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1、1本科毕业论文（设计） 外 文 翻 译外文出处 The Harvard Law School Forum on Corporate Governance and Financial regulation 外文作者 Edward FGreene，Cleary Gottlieb Steen and (ii) related-party transactions in which none of such quantitative parameters exceeds the 5% threshold (“Non-Material Transactions”) and which are not 3
2、transactions involving minimum amounts as may be identified by the Procedures (see infra VII). However, if a transaction may be qualified as a Material Transaction pursuant to the parameters provided by the Regulation and such a result seems to be manifestly unjustified in relation to the specific c
3、ircumstances, Consob may indicate, upon the issuers request, alternative methods of assessment.II. Continuing and Periodic Disclosure ObligationsWith reference to continuing disclosure obligations, the Regulation noticeably enhances current safeguards set forth, inter alia, in Article 71-bis of the
4、Issuer Regulation. Without prejudice to the disclosure obligations triggered in connection with price-sensitive transactions, when Material Transactions are entered into, issuers shall publish a disclosure document (the “Disclosure Document”) within seven days from approval of the transaction by the
5、 competent body or from execution of the relevant agreement (including any preliminary agreement). The Disclosure Document shall describe, inter alia, the characteristics of the transaction, the economic rationale that led the issuer to enter into the transaction and the methods for determining the
6、consideration in connection therewith.The obligation to prepare and publish a Disclosure Document shall also be triggered if, during the same fiscal year, the issuer enters into, with the same related party (or with parties related both to the latter and to the issuer), homogeneous transactions or t
7、ransactions in execution of the same overall design, which, even though individually not considered Material Transactions, in the aggregate exceed the relevant thresholds. In such case, the Disclosure Document shall be published within fifteen days from approval of the transaction or from execution
8、of the agreement that causes the issuer to exceed the threshold.With reference to periodic disclosure, the Regulation provides that the annual management report and the interim management report shall contain information: (i) on the single Material Transactions; (ii) on the other related-party trans
9、actions (thus including Non-Material Transactions) entered into in the relevant period and which have significantly affected the issuers assets or earnings; and (iii) on any change or 4development in the related-party transactions described in the previous annual financial report that have had a sig
10、nificant effect on the issuers assets or earnings.III. Substantial and Procedural Fairness: the General Procedure for Non-Material TransactionsThe Regulation confers a pivotal and, to a certain extent, new, role upon independent directors in ensuring that related-party transactions are entered into
11、in the interest of the issuer, transparently, and in accordance with principles of substantial and procedural fairness. Independent directors are granted such role both in connection with Non-Material Transactions (see this III) and, to a greater extent, in connection with Material Transactions (see
12、 IV below).The Regulation requires the implementation of a general procedure for Non-Material Transactions (the “General Procedure”) which is overall less burdensome than the procedure for Material Transactions, and which, as set forth in the Procedures, must include at least the following elements:
13、(i) Before the approval of Non-Material Transactions, a committee composed of non-executive and unrelated directors, the majority of which shall be independent, 15 shall express a reasoned (non-binding) opinion illustrating the issuers interest in entering into the transaction, as well as the conven
14、ience and substantial fairness of the relevant terms and conditions. (ii) The committee may rely on independent advisors of its choice, within the maximum budget (for each single transaction) eventually established by the Procedures. (iii) Adequate and exhaustive information on the transaction shall
15、 be provided, sufficiently in advance, to the committee expressing the opinion and the corporate body competent to decide on the transaction. (iv) The minutes of the resolutions approving the transactions shall adequately explain the issuers interest in entering into the transaction, as well as the
16、convenience and substantial fairness of the relevant terms and conditions. (v) Complete information on the transactions entered into shall be provided to the board of directors and the board of statutory auditors, at least every quarter. 5(vi) Without prejudice to provisions governing the disclosure of price sensitive information, the disclosure of Non-Material Transactions approved notwithstanding the negative opinion of the independent dir
