Employee Share Plans in Europe and the USA - Sorainen

Employee Share Plans in Europe and the USAItaly1.2 Regulatory issues: Where a company promotes or offers in a communicationits shares or options somewhere other than in its registered office or in an officewhich is "dependent" (dipendenza) on its registered office, such offer must bemade either through an authorised financial promoter (promotore finanziario, acategory of financial adviser), or at the premises of a bank or a financialintermediary duly authorised in Italy.1.3 Disclosure: Offerings of shares in Italy (whether or not to the public) must benotified to the Bank of Italy by the 10 th day of the month following the month inwhich the offer took place if the value of the securities offered, when aggregatedwith the value of securities offered by the same offeror in Italy in the preceding12 months, exceeds €500,000.2. Exchange controls2.1 There are no applicable exchange controls.2.2 Transfers of cash or securities into or out of Italy which are in excess of €5,000must be reported in writing to the Financial Information Unit 5 . Italian moneylaundering legislation provides that all payments with a value in excess of €5,000must be made through an authorised intermediary (e.g. a bank).2.3 Authorised intermediaries and, in general, entities undertaking financial activities,as well as registered auditors and professionals, must for the purposes ofLegislative Decree n. 231/2007 undertake mandatory anti-money launderingchecks where a client transfers cash or securities into or out of Italy which are inexcess of €15,000 and/or where they are aware of a transaction that may bedeemed to entail a money laundering purpose. Clients are obliged to providestipulated information relating to such transactions where required to do so bythe professionals/entities referred to above.2.4 In addition, Italian tax residents must report on their annual income tax returnany investments or financial assets held outside Italy and/or transfers from andto a country other than Italy (as well as transfers from one foreign country toanother foreign country) where the value exceeds €10,000 in total. If the financial5Unità di Informazione Finanziaria. The transfer must be reported by residents or non-residents whomake transfers directly, or by banks, securities dealers or Poste Italiane S.p.A (the Italian postalcompany) that effect such transactions on their behalf.UK/1729295/03 114 September 2010