Topic

M&A

M&A in Italy combines civil law (Italian Civil Code, in particular Title V of Book V), regulatory (TUF post Italian Capital Markets Law, CONSOB Issuers' Regul

In a nutshell

M&A in Italy combines civil law (Italian Civil Code, in particular Title V of Book V), regulatory (TUF post Italian Capital Markets Law, CONSOB Issuers' Regulation, MAR), antitrust (Law 287/1990, Reg. (EU) 139/2004) and sectoral (Golden Power, FDI screening, banking, insurance, telecoms, critical infrastructure regulation).

The framework was significantly renewed by the Italian Capital Markets Law (Law 21/2024): multiple voting cap extended from 3 to 10 votes per share, introduction of slate voting, review of internal committees, updated tender offer rules. Regulation (EU) 2022/2560 on Foreign Subsidies (FSR) added a third clearance track for transactions involving non-EU public funding, alongside antitrust merger control and FDI screening.

LX20 advises private equity sponsors, Italian and international groups, funds and family offices on:

- Private M&A (acquisitions, joint ventures, carve-outs, leveraged buyouts) with negotiation of SPAs, SHAs, escrow agreements, W&I insurance, indemnity packages - Public M&A (voluntary, mandatory and residual tender offers, exemptions, whitewash) on listed issuers - Corporate reorganisations (mergers, demergers, contributions, cross-border transactions under Legislative Decree 19/2023) - Shareholders' agreements with drag-along, tag-along, RoFR, exit strategies - Golden Power and Italian FDI screening, coordinated with foreign regimes (CFIUS, EU FDI Regulations, UK NSI Act) - Merger control AGCM and EU, post-2022 threshold review, gun jumping, remedies

The practice integrates coordination with tax, labour, IP and sectoral regulatory teams throughout the transaction.

Related practices

M&A, Corporate & Governance

Corporate law and extraordinary transactions. Acquisitions, mergers, joint ventures, restructurings, ongoing corporate secretarial work for Italian and international groups.

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Banking, Finance & Capital Markets

Banking, financial and insurance law. Financial instruments, alternative and complementary finance, Islamic finance. Counsel to banks, asset managers, supervised intermediaries and issuers.

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Related publications

Multiple voting rights in M&A transactions

9-slide carousel on how Italy's multiple-voting-rights regime (post-reform) reshapes SPA design, shareholders' agreements and drag-along clauses in M&A.

Specialised team

Alessandro Negri della Torre

Founder & Managing Partner

Gian Marco Iulietto

Senior Associate

Carlo Giuliano

Partner

Giulio De Bruno

Of Counsel

Cristina Carati

Of Counsel

Nabil Ryah

Of Counsel

Frequently asked questions

When is Golden Power notification required?

When the acquisition involves strategic assets (energy, telecoms, defence, financial infrastructure, critical technologies, healthcare, agri-food). Notification to the Italian Coordination Committee is mandatory pre-closing and suspensive.

What did the Italian Capital Markets Law change on multiple voting?

Article 13 of Law 21/2024 extended the maximum voting cap for multiple-vote shares from 3 to 10 votes per share. Applies to Italian companies in IPO or share capital restructuring.

What is slate voting introduced by the Italian Capital Markets Law?

A mechanism allowing the outgoing board to present its own slate for renewal, significantly modifying the control dynamic in listed companies. Governed by Article 147-ter TUF post Capital Markets Law.

What is the Foreign Subsidies Regulation?

Regulation (EU) 2022/2560: ex-ante notification to the EU Commission for transactions exceeding turnover thresholds and benefiting from non-EU public funding. Adds a third clearance track alongside antitrust and FDI.

What are the AGCM notification thresholds?

Post-2022 reform: total Italian turnover of the parties > €567 million and Italian turnover of at least 2 parties > €35 million. AGCM may also request notification below threshold.

What does Legislative Decree 19/2023 change on cross-border transactions?

Implements Directive (EU) 2019/2121: harmonises cross-border mergers, demergers and transformations within the EU. Unified procedure, protection of minority shareholders, creditors and employees.

Must shareholders' agreements be published?

For listed companies yes, under Article 122 TUF. For non-listed companies, publication is optional unless required by specific by-law provisions. Filing with CONSOB within 5 days for listed companies.

What is W&I insurance?

Insurance policy covering seller's representations and warranties in an M&A transaction. Reduces or replaces pre-closing seller indemnities, accelerating closing and improving the relationship between parties.

Have mandatory tender offer thresholds changed with the Capital Markets Law?

Yes, the Italian Capital Markets Law has updated the mandatory tender offer mechanism. Pre-2024 thresholds (25% and 30%) and exemptions have been recalibrated. For specific transactions, early dialogue with CONSOB is advisable.

How is parallel EU + Italy merger control managed?

The EU Commission has exclusive competence above the Reg. 139/2004 thresholds. Below, AGCM. For borderline transactions, parallel notifications coordinated. The Foreign Subsidies Regulation adds a third EU track.

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