Private M&A—Italy—Q&A guide

The following Corporate practice note provides comprehensive and up to date legal information covering:

  • Private M&A—Italy—Q&A guide
  • 1. How are acquisitions and disposals of privately owned companies, businesses or assets structured in your jurisdiction? What might a typical transaction process involve and how long does it usually take?
  • 2. Which laws regulate private acquisitions and disposals in your jurisdiction? Must the acquisition of shares in a company, a business or assets be governed by local law?
  • 3. What legal title to shares in a company, a business or assets does a buyer acquire? Is this legal title prescribed by law or can the level of assurance be negotiated by a buyer? Does legal title to shares in a company, a business or assets transfer automatically by operation of law? Is there a difference between legal and beneficial title?
  • 4. Specifically in relation to the acquisition or disposal of shares in a company, where there are multiple sellers, must everyone agree to sell for the buyer to acquire all shares? If not, how can minority sellers that refuse to sell be squeezed out or dragged along by a buyer?
  • 5. Specifically in relation to the acquisition or disposal of a business, are there any assets or liabilities that cannot be excluded from the transaction by agreement between the parties? Are there any consents commonly required to be obtained or notifications to be made in order to effect the transfer of assets or liabilities in a business transfer?
  • 6. Are there any legal, regulatory or governmental restrictions on the transfer of shares in a company, a business or assets in your jurisdiction? Do transactions in particular industries require consent from specific regulators or a governmental body? Are transactions commonly subject to any public or national interest considerations?
  • 7. Are any other third-party consents commonly required?
  • 8. Must regulatory filings be made or registration (or other official) fees paid to acquire shares in a company, a business or assets in your jurisdiction?
  • 9. In addition to external lawyers, which advisers might a buyer or a seller customarily appoint to assist with a transaction? Are there any typical terms of appointment of such advisers?
  • More...

Private M&A—Italy—Q&A guide

This Practice Note contains a jurisdiction-specific Q&A guide to Private M&A in Italy published as part of the Lexology Getting the Deal Through series by Law Business Research (published: July 2020).

Authors: Legance Avvocati Associati—Filippo Troisi; Francesco Florio

1. How are acquisitions and disposals of privately owned companies, businesses or assets structured in your jurisdiction? What might a typical transaction process involve and how long does it usually take?

Acquisitions and disposals of privately owned companies, businesses or assets are typically carried out through a one-to-one negotiation between the buyer and the seller. In most cases, the buyer and the seller are limited liability companies or joint-stock companies.

Depending on the complexity of the deal and the value of the transaction, the process may be carried out through an auction process organised by the seller with the support of financial, legal and other advisers.

A standard auction process in Italy would entail a first phase during which several buyers are invited to submit preliminary and non-binding offers, on the basis of which one or more potential buyers are then admitted to a second phase (depending on the process, one of the potential buyers may be granted with exclusivity for a limited period of time to finalise the deal). During the second phase, the potential buyers carry out all the due diligence activities (if not conducted in

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