Public M&A—Italy—Q&A guide

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

  • Public M&A—Italy—Q&A guide
  • 1. How may publicly listed businesses combine?
  • 2. What are the main laws and regulations governing business combinations and acquisitions of publicly listed companies?
  • 3. How are cross-border transactions structured? Do specific laws and regulations apply to cross-border transactions?
  • 4. Are companies in specific industries subject to additional regulations and statutes?
  • 5. Are transaction agreements typically concluded when publicly listed companies are acquired? What law typically governs the agreements?
  • 6. Which government or stock exchange filings are necessary in connection with a business combination or acquisition of a public company? Are there stamp taxes or other government fees in connection with completing these transactions?
  • 7. What information needs to be made public in a business combination or an acquisition of a public company? Does this depend on what type of structure is used?
  • 8. What are the disclosure requirements for owners of large shareholdings in a public company? Are the requirements affected if the company is a party to a business combination?
  • 9. What duties do the directors or managers of a publicly traded company owe to the company’s shareholders, creditors and other stakeholders in connection with a business combination or sale? Do controlling shareholders have similar duties?
  • More...

Public M&A—Italy—Q&A guide

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

Authors: Nunziante Magrone—Fiorella Federica Alvino

1. How may publicly listed businesses combine?

The following types of transaction are permitted under Italian law:

  1. purchase of quotas or shares, respectively, in the case of a limited liability company or in the case of a joint-stock company;

  2. public offering;

  3. transfer of a going concern or part of a going concern;

  4. merger; and

  5. demerger.

2. What are the main laws and regulations governing business combinations and acquisitions of publicly listed companies?

The most important law regulating business combinations is the Civil Code (ICC), adopted by Royal Decree No. 261 of 16 March 1942, as further amended over the years.

Other than the ICC, there are various laws and regulations that apply to business combinations. In particular, the most important are the following:

  1. Legislative Decree No. 58 of 24 February 1998, the Italian Financial Act (TUF), implemented with regulations issued by Consob (the Italian authority responsible for regulating the Italian securities market) and the Bank of Italy;

  2. with regard to relevant transactions, Consob Regulation No. 11971 of 14 May 1999, as amended over the years, which is the most important of the above-mentioned Consob regulations;

  3. Law No. 287 of 10 October 1990

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