10.1 Legal Framework
M&A transactions in Italy are governed by the Civil Code, the Consolidated Financial Act (TUF), and EU regulations. Key authorities include:
- AGCM – Competition and antitrust review
- CONSOB – Oversight of listed company transactions
- Chamber of Commerce – Registration of corporate changes
Cross-border deals may also trigger foreign investment screening under the Golden Power regime.
10.2 Deal Structures
Common M&A structures include:
- Share purchase – Acquisition of equity interests
- Asset purchase – Transfer of selected assets and liabilities
- Merger (fusione) – Legal consolidation of entities
- Spin-off (scissione) – Separation of business units into new entities
Each structure has different tax, legal, and operational implications. Due diligence is essential to assess risks and liabilities.
10.3 Regulatory Approvals
Depending on the deal size and sector, approvals may be required from:
- Antitrust authorities (AGCM)
- Sector regulators (e.g., Bank of Italy, ARERA)
- Foreign investment screening (Golden Power)
Notification thresholds and timelines vary. Early engagement with regulators is recommended for complex deals.
10.4 Post-Transaction Integration
After closing, companies must update the Companies Register, notify tax authorities, and harmonize operations. Integration planning should address:
- Governance and management alignment
- Employee contracts and labor law compliance
- IT systems and data migration
- Branding and customer communication
Failure to integrate effectively can undermine deal value and trigger legal or reputational risks.