As part of a series of recent FDI reviews, the Italian government has determined that the grant of a pledge over shares of Italian companies in strategic sectors triggers the filing requirement under the Italian FDI regime,...more
The Italian legislators and CONSOB enacted new measures, as part of a general attempt to modernize the market infrastructure.
The new rules relate to, inter alia, the following:
The issuance of unlisted debt...more
The Italian legislature enacted new measures , effective from March 27, 2024, to attract new investors to the Italian capital markets and rationalize corporate governance dynamics (the "Capital Markets Law")....more
European leveraged finance in 2023 was saddled with the negative effects of elevated interest rates. But as the market adjusts to the “new normal”, rate and price stability offer hope for a brighter 2024.
-Rising interest...more
1/30/2024
/ Acquisitions ,
Banking Sector ,
Buyouts ,
Debt ,
Debt Market ,
EU ,
Financial Institutions ,
Interest Rates ,
Investment ,
Leveraged Finance ,
Loans ,
Mergers ,
Private Equity ,
Refinancing
The attention of financial regulators on environmental, social and governance factors is significantly and rapidly increasing. A proper integration of ESG features in the business model of financial and non-financial entities...more
6/9/2023
/ Bank of Italy ,
Climate Change ,
Environmental Social & Governance (ESG) ,
European Banking Authority (EBA) ,
European Securities and Markets Authority (ESMA) ,
Financial Institutions ,
Financial Regulatory Agencies ,
Italy ,
Non-Financial Firms ,
SFDR ,
Sustainable Finance
The recent conflict in Ukraine is affecting the entire global economy and causing severe consequences for many Italian companies. To address the current scenario, the Italian legislators introduced:
(i) a specific first...more
On 12 January 2019, the Italian Government enacted Legislative Decree No. 14 (so called "business crisis and insolvency code (codice della crisi d’impresa e dell’insolvenza)", which entered into force on 15 July 2022 (the...more
11/3/2022
/ Ad-Hoc Mandates ,
Chamber of Commerce ,
Clawbacks ,
Creditors ,
Debt Restructuring ,
Enforcement Actions ,
Financial Distress ,
Insolvency ,
Italy ,
Joint Liability ,
Liquidation ,
Recapitalization ,
Recovery Plans ,
Sustainable Finance
Borsa Italiana has released a new regulation, effective October 3, 2022, that simplifies the Euronext listing admission process.
Consistent with the listing rules of EU peer securities exchanges, the issuer and the...more
On 27 August 2022, the 2021 Annual Law for Competition (Law No. 118 of 5 August 2022) will enter into force.
The final law reflects the key provisions of the draft law issued by the Government on 4 November...more
The Italian Securities Commission (Consob) has enacted rules that allow the use of an English language prospectus for IPOs and rights issues in Italy and shorten the prospectus review period.
On August 1st, Consob...more
While IPO activity was robust throughout Europe, the Nordic region stood out -
It was a blockbuster year for IPOs of European firms, following the global trend. In total, 476 European firms listed last year, excluding...more
The Italian Competition Authority updated its merger control turnover thresholds. Effective 21 March 2022, Section 16(1) of Law No. 287 of 10 October 1990 requires prior notification of all mergers and acquisitions...more
A combination of SPACs, pent-up demand from pandemic-shocked 2020 and a wave of technology listings drove the IPO market to record highs -
The global IPO market made up for lost time in 2021. After a slow 2019 and a...more
Consob initiated a public consultation concerning important new IPO rules aimed at simplifying and shortening the prospectus approval process and to reduce listing costs, which would bring Italian practice closer in line with...more
In response to the COVID-19 emergency, the screening powers of the Italian government were significantly expanded -
The Italian government, led by the President of the Council of Ministries, together with any other...more
12/31/2021
/ Acquisitions ,
Coronavirus/COVID-19 ,
Corporate Governance ,
Critical Infrastructure Sectors ,
EU ,
European Commission ,
Filing Requirements ,
Foreign Direct Investment ,
Investors ,
Italy ,
Power Infrastructure ,
Sanctions
Pro forma financial statements may be required in a securities offering where an acquisition or disposition has occurred or is probable within a certain period of the offering. In a Rule 144A offering, market practice is...more
11/23/2021
/ Acquisitions ,
Asset Test ,
Auditors ,
Capital Markets ,
Disclosure Requirements ,
Dispositions ,
EU ,
Financial Services Industry ,
Financial Statements ,
Income Test ,
Investment ,
Investment Test ,
Investors ,
Offerings ,
Pro Forma Sessions ,
Required Documentation ,
Rule 144A ,
Securities and Exchange Commission (SEC)
After several delays, on November 4, 2021, the Italian Council of Ministers examined and finally approved the draft Annual Law for Competition ("Draft") pursuant to Article 47 of Law No. 99/2009.
The Draft reflects most...more
An increase in megadeals reveals growing dealmaker appetite within Italy’s M&A market -
Dealmaking confidence appears to be returning within the Italian M&A market. A total of US$57.4 billion-worth of deals announced in...more
9/27/2021
/ Acquisitions ,
Cross-Border ,
Domestic Dealmaking ,
EU ,
Foreign Acquisitions ,
Foreign Investment ,
Global Dealmaking ,
Infrastructure ,
Investment ,
Investors ,
Italy ,
Merger Controls ,
Mergers ,
Private Equity ,
Special Purpose Acquisition Companies (SPACs)
Since March 2020, the Italian Government has enacted a package of measures designed to help Italian businesses survive the dramatic effects of the coronavirus ("COVID-19") pandemic. The measures include guarantee schemes from...more
As the season for shareholders' annual general meetings is fast approaching, we are sharing suggestions that we believe provide strategic flexibility and reflect best practices in corporate governance. ...more
CONSOB approved regulatory changes to adapt the Italian second-level regulation to the Shareholder Rights Directive II.
The key regulatory changes concern:
- Remuneration Reporting,
- Related-Party...more
In response to the COVID-19 emergency, the screening powers of the Italian government were significantly expanded -
The Italian government, which is led by the President of the Chamber of Ministries, together with any...more
12/9/2020
/ 5G Network ,
Critical Infrastructure Sectors ,
Cybersecurity ,
Foreign Acquisitions ,
Foreign Direct Investment ,
Foreign Investment ,
Golden Power Regime ,
Italy ,
Member State ,
National Security ,
National Security Review Proceedings ,
Scope of Review
Artificial intelligence (AI) is increasingly transforming business processes and strategies across industry sectors. Companies are figuring out how to take advantage of AI, focusing primarily on customers' needs and...more
11/19/2020
/ Artificial Intelligence ,
Big Data ,
Board of Directors ,
Business Judgment Rule ,
Corporate Governance ,
Decision-Making Process ,
Duty of Care ,
Fiduciary Duty ,
Machine Learning ,
Risk Management ,
Technology
On July 16, 2020, the Italian Government enacted Law Decree No. 76/2020 introducing permanent and temporary measures aimed at simplifying rights issues and accelerating the approval of certain equity transactions....more
7/27/2020
/ Board of Directors ,
Capital Requirements ,
Coronavirus/COVID-19 ,
Italy ,
Pre-emptive Rights ,
Private Investment in Public Equity (PIPEs) ,
Relief Measures ,
Right of First Refusal ,
Rights Offering ,
Shareholder Rights ,
Shareholders ,
Temporary Regulations
A handful of large deals struck early in the year provided a few bright spots for Italian M&A activity in H1 2020.
A cluster of larger deals in early 2020 helped to put a shine on Italy’s M&A figures for the first half of...more