Practice

M&A, Corporate & Governance

We advise Italian and international groups, private equity funds, sponsors and family offices on M&A transactions, corporate reorganisations, governance and minority protection, with full coverage of TUF, AGCM and sectoral regulation.

What we do

Acquisitions, disposals, JVs and carve-outs
Tender offers and listed issuer transactions
Shareholders' agreements
By-laws, governance and Italian Capital Markets Law
Golden Power, FDI screening and Foreign Subsidies Regulation
AGCM and EU merger control
Mergers, demergers and cross-border transactions

Service pillars

Private M&A

Acquisitions, disposals, joint ventures, carve-outs and leveraged buyouts. Negotiation of SPAs, SHAs, escrow agreements, W&I insurance, conduct of business covenants, indemnity packages and dispute resolution. Integrated due diligence with tax, employment and regulatory teams.

Public M&A and regulated markets

Voluntary, mandatory and residual tender offers on listed issuers, exemptions, whitewash, threshold analysis, application of the new rules following the Italian Capital Markets Law (Law 21/2024) and the TUF review, communications to CONSOB and Borsa Italiana.

Corporate governance and Capital Markets Law

Drafting and review of by-laws, shareholders' meeting and board regulations, multiple voting rights up to 10 votes per share (post Law 21/2024), slate voting, internal committees, inside information flows and director protection.

Shareholders' agreements

Voting and lock-up arrangements, drag-along, tag-along, right of first refusal, exit strategies, deadlock and resolution mechanisms, interaction with by-laws and TUF provisions for listed companies.

Golden Power and FDI screening

Notifications to the Italian Coordination Committee for special powers, identification of the strategic perimeter (energy, telecommunications, defence, financial infrastructure, critical technologies), coordination with foreign FDI screening regimes.

Antitrust merger control

AGCM and EU notifications, assessment of Italian (post-2022 reform) and EU thresholds, negotiated remedies, gun jumping, coordination with antitrust authorities in other jurisdictions where required.

Reorganisations and extraordinary transactions

Mergers, demergers, contributions, transformations and cross-border transactions under Legislative Decree 19/2023, tax profiles coordinated with tax advisers, creditor and employee protection, implementation of the reorganisation plan.

Regulatory framework

Regulatory framework. Italian Civil Code (Book V), TUF (Legislative Decree 58/1998) as amended by the Capital Markets Law (Law 21/2024), CONSOB Issuers' Regulation, Regulation (EU) 596/2014 (MAR), Law 287/1990 (Antitrust), Law-Decree 21/2012 (Golden Power) and implementing DPCMs, Legislative Decree 19/2023 (cross-border intra-EU transactions), Regulation (EU) 2022/2560 (Foreign Subsidies Regulation).