Internal Dealing Preventive Measures: How to Face it In the Day-to-Day Companies Activity?

Francesco Ferrini, Country Legal Officer, ABN AMRO, Italy

The work intends to give a brief insight to the most common difficulties public listed companies and in-house counsel face in trying to implement the insiders' list prevention measure in connection with the market abuse matter. Market abuse is a concept which includes both market manipulation and insider dealing. The matter is relevant not only to issuers of financial instruments but also to investors. Indeed, market participants' behaviour is conditioned by the information in their possession and, as a consequence, the financial market is the place where the availability and exchange of information influences the exchange of financial instruments. A prerequisite for an efficient financial market is the market transparency. Prompt and full disclosure of information to the public enhances markets integrity, by guarantying that economic operators are placed on an equal footing and that relevant information reflects immediately on financial instruments' prices, whereas selective disclosure causes market distortion and undermines investors' confidence.

Francesco Ferrini is a lawyer, currently practising at ABN AMRO Bank, Milan branch, as Country Legal Officer. Born in Padua in 1968, he was admitted to bar in Italy in 1996. Between 1993 and 1997, he worked in Rome at Studio Adonnino Ascoli & Cavasola Scamoni. From 1998 to 1999 he worked in Washington, DC at the law firm Arnold & Porter, and from 1999 to 2000, he worked in Rome at Chiomenti Studio Legale. From 2000 to 2001, he worked in Milan at Studio Legale Macchi di Cellere e Gangemi. In 2001 he was part of the 20-lawyer team hired from Studio Legale Macchi di Cellere e Gangemi to open the Milan office of the law firm Jones Day where he worked until 2005. In 2005 joined ABN AMRO Bank, Milan branch, as Country Legal Officer. In 1993 he obtained his law degree at the University of Ferrara, Italy. In 1991-1992 he was Erasmus Scholar at the University of Leeds, UK. In 1998 he obtained his LL.M. degree at Wake Forest University School of Law, USA. Francesco Ferrini's current practice at ABN AMRO Bank focuses on contractual and regulatory domestic matters relating to financial transactions, including securitizations, syndicated lending, acquisition finance (domestic and cross-border), and corporate finance, including initial public offerings, corporate reorganisations and recapitalisations. Issues regarding public companies; corporate governance in the banking sector are part of Francesco Ferrini's practice. He has often dealt with the Bank of Italy and with Consob on these matters.

ABN AMRO Bank N.V. is leading international financial institution