Italy

Abstract This chapter examines prospectus liability in Italy. The scope of Italian prospectus regulation and liability extends beyond the framework of the EU Prospectus Regulation. Prospectus liability in Italy is governed by a specific statutory framework set out in Art 94(5) to (9) of the Consolidated Law on Finance, as recently amended by Art 9 of Law No 21 of 2024, which excludes the prospectus liability of the placing intermediary. The statutory rules and their practical application through case law result in distinct features of prospectus liability under Italian law. The wording of the regulation is ambiguous, giving rise to numerous interpretative challenges and leaving significant discretion to interpreters, which has led to divergences in case law. Not all liable parties are expressly identified by the law; in practice, liability is attributed almost exclusively to the issuer, effectively narrowing the scope of liability. Additional issues stem from the presumptions of fault and causation, which make it exceedingly difficult to invoke the due diligence defence. As for the quantification of damages, there is no explicit statutory provision, leaving the matter to case law, which undermines legal certainty.