Share deals
Acquiring or selling the corporate entity, with comprehensive diligence on historical liabilities, employment and tax standing.
Transactions & corporate finance
Mergers, Acquisitions & Fundraising in Italy.
We advise foreign investors, strategic buyers, founders, private equity and growth companies on Italian transactions. We turn complex legal and regulatory risk into a clear, controlled path to closing.
Discuss a transactionTransaction structures
Buy-side, sell-side and strategic growth.
Every transaction requires a structure that balances commercial intent, tax coordination and liability protection. We guide clients through the appropriate Italian transaction vehicle.
Asset deals
Transferring a specific business unit, azienda or selected assets with careful attention to employees, contracts, permits and liabilities.
Investment rounds
Fundraising, venture capital and growth equity, including capital increases, minority protections, liquidation preferences and governance.
Joint ventures
Strategic partnerships between foreign and Italian operators, with clear governance, deadlock, IP licensing and exit mechanisms.
Execution roadmap
A controlled six-step transaction process.
Structuring & term sheet
Define the transaction perimeter, confidentiality, exclusivity and binding or non-binding terms.
Legal due diligence
Review the target’s corporate, commercial, employment, real estate, IP and regulatory liabilities.
Transaction documents
Draft and negotiate the SPA or APA, warranties, indemnities, disclosure schedules and escrow mechanics.
Regulatory approvals
Assess Golden Power, FDI, antitrust and sector authorisations before signing and closing.
Signing & closing
Coordinate execution, payment mechanics, share or asset transfers, notarial steps and board transitions.
Post-closing implementation
Implement governance changes, commercial agreements, remediation actions and integration workstreams.
Risk assessment
Legal due diligence in Italy.
A rigorous legal review maps liabilities before they become post-closing losses. The findings shape the representations, warranties and indemnities in the transaction documents.
Corporate title
Verify ownership, historical transfers, encumbrances, powers and validly appointed directors.
Commercial contracts
Identify change-of-control provisions, termination rights, assignment restrictions and hidden liabilities.
Employment & labour
Review employment claims, contributions, key people, incentives, consultants and collective bargaining issues.
Real estate & permits
Check title, leases, zoning, environmental matters, building permits and operating authorisations.
IP, data & technology
Confirm ownership and licensing of software, brands, know-how, data and core technology.
Tax & compliance
Coordinate tax, VAT, Model 231, anti-bribery, AML, sanctions and sector compliance reviews.
Practical resource
Italy M&A due diligence checklist.
Use this checklist before a non-binding offer, letter of intent, data room or adviser engagement.
- ✓Corporate governance records
- ✓Change-of-control clauses
- ✓Employment and union agreements
- ✓IP and proprietary technology
- ✓Regulatory and Golden Power screening
Regulatory clearance
Merger control & Golden Power.
Foreign investments into Italy may require early screening. Regulatory timing can affect exclusivity, conditions precedent, termination rights and closing certainty.
Golden Power / FDI
Screen strategic sectors, sensitive assets, technology and infrastructure, then plan notification and risk allocation.
Merger control
Assess Italian and EU thresholds, control acquisition, competitive effects and statutory waiting periods.
Sector clearances
Coordinate licences, consents, notifications and change-of-control approvals in regulated industries.
Comprehensive support
Related transaction services.
We coordinate the specialist legal instruments needed between signing and closing and to protect capital after completion.
W&I insurance
Align SPA warranties with Warranty & Indemnity insurance for cleaner exits and risk allocation.
Escrow & holdbacks
Structure deferred consideration and escrow arrangements for post-closing claims.
Transitional services
Draft TSAs that preserve IT, HR and accounting continuity during a carve-out or asset deal.
Management equity
Implement options, phantom shares, retention bonuses and incentive arrangements for key management.
Financing coordination
Review acquisition financing terms, security packages and intercreditor arrangements under Italian law.
Closing mechanics
Coordinate funds flow, notarial execution and immediate Companies Register filings.
Frequently asked questions
Italian M&A and transactions.
How long does an M&A transaction take in Italy?›
A standard mid-market acquisition often takes three to six months, depending on the data room, diligence findings and regulatory approvals.
What is the difference between a share deal and an asset deal?›
A share deal transfers the company and its historical liabilities. An asset deal transfers selected assets or a business unit, with careful planning for employees, contracts, permits and liabilities.
Is an Italian Notary Public required?›
Share transfers and transfers of a business as a going concern generally require an Italian notarial process. We coordinate the execution with the commercial documents.
When is Golden Power relevant?›
Screening may apply to strategic sectors, sensitive assets, technology or infrastructure. The analysis should start early and be reflected in the conditions precedent.
How should we start an acquisition?›
Begin with a strategy call and share the target sector, proposed structure, timeline and transaction perimeter. We can then map diligence, regulatory steps and documents.
Confidential consultation
Discuss your target, timeline and structuring needs.
Share the outline of your proposed investment or exit. We will map the legal steps required to secure the transaction under Italian law.