Internal Dealing, Transparency Escalation, and Incentive Plans: Need for Rationalization?

The article analyses the regulatory framework on the disclosure of transactions on financial instruments of listed companies carried out by managers and persons closely associated, with a focus on the interplay between internal dealing and share-based incentive plans. It argues that the current regime is overly complex and burdensome, and does not always achieve the intended objectives of ensuring market transparency and preventing market abuse. It suggests that the ongoing legislative process of the Listing Act and the reform of the Italian Consolidated Financial Act could offer an opportunity to rationalize the discipline, by revising the exemptions, the modalities and the timing of the disclosure obligations.