M&A Lawyers in Italy | Cross-Border Acquisitions & Investments

Acquisitions, disposals and joint ventures

Cross-border M&A legal advice in Italy, on either side of the table.

The right structure depends on what you want to acquire or sell, which liabilities you are prepared to take on and which consents the transaction requires. We advise on the Italian legal vehicle and the documents that implement it.

Share and quota acquisitions

Acquiring shares in an S.p.A. or quotas in an S.r.l. The company keeps its own assets and liabilities, so diligence and contractual risk allocation carry the buyer's protection.

Business transfers

Acquiring or selling a business complex (azienda) or business unit, with attention to employees, contracts, permits and the liabilities that may follow the business by law.

Disposals and exits

Preparing a seller or shareholders for a sale: vendor-side document review, disclosure, warranties, price mechanics and limitations of liability.

Mergers and demergers

Corporate reorganisations by merger or demerger, including the plan, corporate resolutions, creditor protection periods and coordination with the notary.

Joint ventures

Contractual or corporate joint ventures between foreign and Italian partners: governance, reserved matters, deadlock, transfer restrictions and exit.

Your Italian M&A legal contact

One responsible partner for the Italian legal work.

Alessandro Iacovazzi

Partner, head of the M&A area

Alessandro Iacovazzi leads the firm's M&A work and is the point of reference for the Italian legal side of your transaction. The team, reporting lines and update frequency are agreed in the engagement letter at the outset.

Handled directly by our firm

Italian law structuring of the transaction
Drafting and negotiation of term sheets, SPAs, business transfer and investment agreements
Italian legal due diligence and the resulting risk allocation
Corporate approvals, signing and closing documentation

Coordinated with your other advisers

Your home-country counsel on their own law and group approvals
The Italian notary for deeds and Companies Register filings
Tax, accounting and valuation advisers on structure and price
Specialist advisers where a regulated sector or technical review requires it

Your preferred working language, document languages and reporting format are confirmed in the engagement terms before work starts.

Selected transaction experience

Transaction types and sectors we have worked in.

This is an aggregate overview of the firm's M&A experience. Client confidentiality means we do not publish individual mandates, parties, roles, values or outcomes, and nothing below is a specific case study.

Transaction types

Acquisitions of businesses and business complexes
Mergers
Demergers

Sectors

Food
Real estate
High-tech
Mechanical engineering

Any commentary we publish on transactions reported in the market is labelled as analysis and is not presented as work carried out by the firm. Relevant experience can be discussed in a confidential call, within the limits of professional secrecy.

From transaction planning to closing

How an Italian transaction moves to closing.

Each phase produces a document or a decision that the next one relies on.

Planning and structure

Define the perimeter, share or business deal, timetable and confidentiality; agree an NDA and, where useful, a letter of intent or term sheet.
Legal due diligence

Review the target's corporate, contractual, employment, real estate, IP and regulatory position and report the findings that affect the deal.
Transaction documents

Draft and negotiate the SPA or business transfer agreement, warranties, indemnities, disclosure and price mechanics.
Approvals and conditions

Identify Golden Power, merger control, sector and third-party consents, and build them into the conditions precedent.
Signing and closing

Coordinate signing, satisfaction of conditions, funds flow, notarial deeds and Companies Register filings.
Post-closing

Implement governance changes, appointments, price adjustments and any remediation agreed in the documents.

How we estimate the timetable

We do not quote a standard duration. The timetable is assessed after an initial review of the data room, the complexity of the structure, the approvals and notifications required, and how much negotiation the documents and conditions to closing are likely to need.

How due diligence shapes the transaction

Findings that change the deal, not just the file.

Due diligence findings feed directly into the price, the protections in the transaction documents and the decision to proceed.

Price and payment

Liabilities or contingencies may justify a price adjustment, deferred consideration, escrow or holdback.

Warranties

Specific findings are addressed through targeted warranties and through what is, or is not, accepted as disclosed.

Indemnities

Known risks that cannot be priced are allocated through specific indemnities, caps and time limits.

Conditions precedent

Missing consents, permits or corrective steps may become conditions to be satisfied before closing.

Decision to proceed

Some findings change the structure, for example from share deal to business transfer, or the decision to proceed at all.

Scope, document requests and reporting of the review itself are described on our dedicated page: Italian legal due diligence

Fundraising and equity investments

Fundraising and equity investments in Italian companies.

We assist both sides of a minority or growth investment in an Italian company: the founders and company raising capital, and the investors providing it.

For founders and companies raising capital

Term sheet negotiation and the binding terms that follow
Capital increase resolutions timed with the round
Investment agreement and shareholders' agreement
Alignment of the by-laws (statuto) with the agreed rights
Governance after completion: board, information and reserved matters

For investors

Legal due diligence proportionate to the investment
Investment conditions and completion mechanics
Information rights and reserved matters
Minority protections, pre-emption and transfer restrictions
Exit mechanisms: tag-along, drag-along, put and call options

Regulatory approvals and closing requirements

Approvals and formalities that set the closing date.

Regulatory and formal steps are assessed case by case at the planning stage, because they shape the conditions precedent, the long-stop date and risk allocation.

Golden Power screening

Transactions involving assets or activities in sectors of strategic relevance may require notification to the Italian Government. Whether a filing is needed depends on the facts and is assessed early.

Merger control

Where the parties' turnover may trigger Italian or EU merger control, we assess the filing position and coordinate it with the transaction timetable.

Sector and third-party consents

Licences, authorisations, change-of-control clauses and lender consents can each become conditions to closing.

Notarial and registry formalities

Formalities depend on the object and structure of the deal. Business transfers and many share transfers involve a notary; eligible S.r.l. quota transfers may use a digital route through an authorised intermediary, subject to statutory conditions.

Official sources

Questions from foreign buyers and investors

Italian M&A: practical questions.

How long does an M&A transaction take in Italy?

There is no standard duration. We estimate the timetable after reviewing the data room, the structure, the approvals or notifications required and the expected negotiation on documents and closing conditions, and we update it as these become clearer.

In a share deal, does the buyer take on the company's liabilities?

In a share deal the buyer acquires shares or quotas in the target company. The company generally continues to hold its assets and remains responsible for its own liabilities. Exceptions can apply, which is why due diligence and contractual risk allocation are central to the buyer's protection.

What is the difference between a share deal and a business transfer?

A share deal changes who owns the company. A business transfer moves a business or business unit (azienda) from one entity to another; employees, contracts and certain liabilities may follow it by law, so each element needs separate review.

Is an Italian notary always required?

It depends on the object and structure of the transaction. Business transfers and many transfers of shares or quotas involve a notary, while eligible S.r.l. quota transfers may follow a digital route through an authorised intermediary, subject to statutory conditions. We confirm the formalities once the structure is set.

When is Golden Power relevant?

When the target, its assets or its activities fall within sectors considered strategic. Whether notification is needed depends on the specific facts, so we assess it at the planning stage and reflect the outcome in the conditions precedent and timetable.

Can you act as Italian counsel alongside our home-country lawyers?

Yes. We handle the Italian law structuring, drafting and negotiation, while your home-country counsel advises under their own law and on group approvals. Roles, reporting and the working language are agreed in the engagement.

What information do you need to scope an Italian acquisition?

A short description of the target and sector, the proposed structure (shares, quotas or business), your indicative timetable, the parties and advisers already involved, and any available documents such as a teaser, letter of intent or data room index.

Can you assist with a minority investment in an Italian company?

Yes. We advise investors and companies on minority and growth investments, including due diligence, the investment agreement, the shareholders' agreement, alignment of the by-laws, information rights, reserved matters and exit mechanisms.

How do you define the scope and fees of an M&A engagement?

After an initial call and a review of the available information, we propose a written scope of work setting out the phases, deliverables and fee basis, confirmed in the engagement letter before work begins.

How do due diligence findings affect the transaction documents?

Findings can lead to price adjustments, escrow or deferred payments, specific warranties and indemnities, additional conditions precedent, a change of structure or a decision not to proceed.

Discuss your proposed transaction

Discuss your proposed acquisition with our M&A team.

Book a confidential call to outline the target, the proposed structure and your timetable. We will explain which Italian legal steps apply and how we would scope the work.

Book a call about your acquisition

Transaction preparation checklist

Useful to have ready for a first call. Not every item is needed at the outset.

Target name, sector and location in Italy
Proposed structure: shares, quotas or business transfer
Indicative timetable and key dates
Parties and advisers already involved
Teaser, information memorandum or letter of intent, if any
Data room index or list of available documents
Known regulated activities, licences or strategic assets
Preferred working language and reporting contacts

M&A lawyers in Italy for international buyers and investors.