Practice

Venture, Innovation & Emerging Sectors

We advise start-ups, scale-ups, venture capital funds, business angels and corporate venture investors on investment transactions, equity crowdfunding and innovative structures for early-stage and growth projects, covering corporate, tax and regulatory aspects.

What we do

VC rounds, term sheets, SHAs and protective provisions
SAFEs, convertible notes and participative instruments
Equity crowdfunding campaigns (ECSPR)
Stock option plans and work-for-equity arrangements
Corporate venture capital and acceleration programmes
Innovative start-ups and SMEs — registration and tax benefits
Legal structuring in tokenisation, DLT, biotech, climate tech

Service pillars

Venture capital investments

Seed, series A/B/C and bridge rounds, term sheets, focused due diligence, SHAs with liquidation preferences, anti-dilution, drag-along and tag-along, board composition, protective provisions, founder vesting and reverse vesting.

Participative instruments and convertibles

SAFEs, convertible notes, KISSs, Italian participative financial instruments (SFP), warrants, conversion structure and valuation cap and discount mechanisms, tax and accounting profiles coordinated with advisers.

Equity crowdfunding

Structuring of campaigns under Regulation (EU) 2020/1503 (ECSPR), platform authorisation, key investment information sheet, retail investor protection, tax optimisation for investors and start-ups.

Stock option plans and management incentives

Stock options, restricted stock, phantom stock, ESOPs, work-for-equity arrangements under the Italian Ministerial Decree of 25 February 2016, favourable tax regime for innovative start-ups, employment and regulatory profiles, exit alignment with sponsors.

Corporate venture capital and acceleration

CVC structures, corporate-start-up joint ventures, acceleration and incubation programmes, joint development agreements and technology licences, management of conflicts between industrial and financial interests.

Innovative start-ups and innovative SMEs

Registration and maintenance in the special section of the Italian companies' register, tax benefits for investors (30% deduction and Smart&Start), stamp duty exemption, sector-specific regulatory profiles of innovative SMEs.

Emerging sectors

Legal structuring of tokenisation projects, DLT infrastructure (in coordination with the Fintech & Digital Assets practice), Italian corporate DAOs, biotech, deeptech, climate tech, mobility and space — with attention to sectoral regulatory perimeters.

Regulatory framework

Regulatory framework. Law-Decree 179/2012 converted into Law 221/2012 (innovative start-ups) and subsequent amendments, Law 232/2016 (innovative SMEs), Ministerial Decree of 25 February 2016 (work for equity), Regulation (EU) 2020/1503 (ECSPR) and Italian Ministerial Decree 100/2021, Italian Civil Code (Articles 2346 and 2447-ter on participative financial instruments), TUF where applicable to fund-raising transactions, favourable tax provisions (Articles 29 and 29-bis of Law-Decree 179/2012).