Italian law allows the acquisition of Italian companies by foreign investors, both individuals and legal entities. Transactions follow the standard rules of Italian corporate law, with specific control mechanisms for certain sectors.
Acquisitions can be structured through the purchase of shares or quotas, merger operations, corporate reorganizations, or other forms of control transfer. The applicable regulations depend on the legal form of the target company and statutory provisions.
For certain categories of transactions, Italian law provides for the application of special state powers, known as Golden Power.
These controls concern acquisitions in strategic sectors, including defense, energy, infrastructure, communications, critical technologies, and other areas of national importance.
When legal requirements are met, prior notification to competent authorities is required, who may authorize the transaction, impose conditions, or, in specific cases, oppose its completion.
From an operational standpoint, acquisition requires comprehensive due diligence to assess legal, tax, accounting, and operational aspects of the target company.
The transaction structure is defined based on the sector, desired governance, and tax implications, also from an international perspective.
The tax regime varies depending on the acquisition method and the investor's position. Double taxation treaties signed by Italy are relevant for the management of dividends and capital gains.
Taking control also involves governance obligations compliant with Italian regulations and, in some sectors, compliance with specific regulatory requirements.
In the context of off-market and confidential transactions, the acquisition of Italian companies requires particular attention to confidentiality, timing, and proper transaction structuring.
Preliminary assessment allows identification of potential regulatory issues and setting a path consistent with the investor's objectives.