Measures to identify, prevent, or manage conflicts of interest
Walliance is aware of the need to identify and manage any conflicts of interest that may arise during its activities, as per Article 8 of Regulation (EU) 2020/1503 and national legislation applicable to the provision of investment services, as they could adversely affect the interests of Investors and Issuers and, even more generally, the entire market. In the operating model adopted by Walliance, this risk is considered to be mitigated by the fact that:
the Company leaves it to the judgment of the Investor alone whether or not to join the offer published on the Portal;
the Company does not provide financial advice to the investor, nor does it recommend the subscription of specific financial instruments;
the Company does not hold, nor will it hold prior to a campaign, financial instruments that are linkable or referable to Issuers;
there’s no connotation of negotiation on the countervalue of the capital shares offered, as it is predetermined and set by Issuers during deliberation by the competent internal corporate bodies.
To exclude further potential conflicts of interest risks, the Company has developed, implements, and maintains an effective conflict of interest policy. It is written down and allows clear identification of circumstances that generate or could generate a conflict of interest detrimental to one more or investors. It also defines procedures to be followed and measures to be taken to prevent or manage such conflicts.
The Company, in a systematic way and for each investment offer, both in the prior phase of preliminary analysis and in subsequent phases, firstly verifies - expressly giving information about this in the ways identified below - whether:
(i) are present among the owners of the project offered by the Portal, Relevant Subjects, as defined by Article 2 (1) of Delegated Regulation (EU) 2017/565 and Article 8 (4) of Regulation (EU) 2020/1503;
(ii) whether such Relevant Subjects have performed or are performing work for the Issuer that has not yet been paid, in whole or in part, at the time of the publication of the offer, or if there is any agreement on the basis of which such work will be performed in the future;
(iii) whether the Relevant Subjects are related by a close and direct relationship (spouse, cohabiting partner, relative up to the fourth degree) with the individuals who hold so-called "high responsibility" roles for the Issuer;
(iv) whether Relevant Subjects may realize a financial interest or derive any other personal benefit from the publication and/or the successful outcome of the offer, which is different and additional to that for the service provided by the Company itself.
With reference to the above listed cases of potential conflicts of interest, the measures and management methods provided for each of them are as follows:
a) in case the Company becomes aware of a conflict-of-interest situation during the evaluation process:
if there is a conflict of interest as referred to in (i) or (iv) above, Walliance will withdraw from the assignment;
if there is a conflict of interest referred to in (ii) or (iii) above, any interested parties shall refrain from participating in the evaluation process of the investment offer;
b) if the Company becomes aware of a conflict-of-interest situation following the publication of an offer on the Portal, it will immediately notify investors by means of a disclosure on the Portal. In addition, Walliance's Board of Directors will, in such a case, in accordance with the principles of diligence, fairness and transparency, conduct an analysis of the situation to ascertain whether the conflict represents such a risk profile that it must be waived, or can be resolved in another way, always ensuring the protection of investors' interests.
Additional potential conflict of interest situations could arise from any "mentoring" activities provided by the Company to Issuers, from relationships with the parent Bertoldi Holding S.r.l. and, in general, with the structure of the corporate group to which Walliance is traceable, as well as from the fact that members of the Company's Board of Directors perform, or have previously performed, activities for other companies in the group.
At present, the Company believes that no conflict-of-interest situation exists, nor does it reasonably foresee that it is likely to exist in the future about the above circumstances. However, should the Company become aware of a conflict-of-interest situation arising from the above circumstances, it will immediately notify investors by means of a disclosure on the Portal.
On the other hand, it will not represent a conflict of interest if in the future, i.e., at a time after the closing of the offer conducted on the Portal, the Company, a Relevant Person or a Connected Person, may provide services or have economic, financial or interest relations with the Issuer, provided that this is not known at the time of the publication of the offer.
Only when the above procedure and related measures are not sufficient to ensure, with reasonable certainty, that the risk of conflicts of interest is avoided, will the Company provide through the Portal-in time to enable clients to make an informed decision about the service in the context of which the conflict of interest arises-appropriate disclosure to investors, clearly indicating the general nature and/or sources of the conflicts detected, as well as the measures taken to mitigate the related risks.
Finally, in the sole case of providing crowdfunding services, the Company, as per Art. 8 of Crowdfunding Regulations, does not participate in any campaign published on its Portal nor does accept as owners of the projects that are the subject of the campaigns published on the Portal any of the following parties: (a) equity participants holding 20%, or more, of the share capital or voting rights of Walliance; (b) their managers or employees; and (c) any natural or legal person linked to such shareholders, managers or employees by a control relationship as defined in Article 4, para. 1, no. 35) (b) of Directive 2014/65/EU.
If it decides to accept as investors in a campaign published on its Portal the persons referred to in (a), (b) and (c) above, the Company warrants that:
clearly communicate to the aforementioned individuals, at the time of the initiation of the relationship with the Company itself, that they may participate, if interested, as investors in the campaigns published on the Portal and that, in this case, they will be prohibited from having direct contact with the Issuer or carrying out operational activities regarding the campaign itself;
clearly communicate on the Portal that they are accepting such individuals as investors in the campaigns; and
ensure that (i) such investments are made under the same conditions as for other investors, and (ii) such individuals do not enjoy preferential treatment or privileged access to information concerning the campaign that is relevant to the investment.
These individuals are then subjected to the same registration profiling and evaluation procedures as other investors, and investment by them may be made exclusively through the Portal, in the same manner as reserved for other investors.
The Company maintains a special electronic register in which it regularly notes situations in which a conflict of interest has arisen, or, in the case of an ongoing service, a conflict of interest may arise.
The Company evaluates and reviews its conflict-of-interest policy at least annually and takes appropriate measures to address any deficiencies in the policy.