Over the past 12 months, the technology M&A market in Italy has experienced the consolidation of a trend – started in 2024 – of gradual rebound following a period of slowdown in 2023. While transaction volumes have increased moderately, valuations have remained more conservative, reflecting the ongoing impact of higher interest rates and selective investor sentiment.

Compared with the global market, Italy’s activity has been slightly below the international pace in terms of deal size but aligned in terms of the number of transactions, particularly within the mid-market segment. The most active areas have included software, fintech, cybersecurity, and digital infrastructure, with strategic acquirers continuing to drive consolidation efforts. Private equity investors have also shown renewed appetite as financing conditions begin to ease.

Over the past 12 months, several key trends have emerged in the Italian technology M&A market:

• Rebound in deal activity – the market saw the consolidation of a trend started in 2024, with moderate growth in both transaction volumes and values, particularly in mid-market deals.
• Selective valuations amid cautious optimism – despite the increase in activity, pricing has remained disciplined due to higher interest rates and broader macroeconomic uncertainty.
• Strategic consolidation – large-scale transactions, such as the Swisscom acquisition of Vodafone Italia, highlight ongoing consolidation efforts, especially in telecommunications and digital infrastructure.
• Sectoral focus – software, fintech, cybersecurity, and digital platforms have remained the most attractive sectors, with both domestic and international buyers active. There has also been notable growth in iGaming M&A, driven by Italy’s recent overhaul of its online gambling licensing regime.
• Private equity resurgence – private equity (PE) firms accounted for a significant share of transactions, focusing on growth-oriented platforms and scalable technology businesses.

Italy offers a straightforward and supportive environment for new company formation. In fact, new start-up companies are typically incorporated domestically rather than in another jurisdiction, particularly due to the availability of incentives for innovative start-ups under the so-called “Start-up Innovative” regime (established by Decree-Law No 179/2012 and its subsequent amendments). Entrepreneurs are generally advised to incorporate in Italy to benefit from tax breaks, simplified corporate governance, and access to public funding.

The Start-up Innovative regime consists of capital companies, which may also be established in co-operative form and which must be resident in Italy or in another EU member state, provided they have a production site or branch in Italy. They must meet specific statutory requirements and have as their exclusive or prevalent corporate purpose the development, production and commercialisation of innovative products or services of high technological value.

The incorporation of a limited liability company (società a responsabilità limitata or Srl) in Italy is typically finalised within a matter of weeks, subject to the completion of notarial and corporate registry procedures. The minimum share capital is EUR1 for innovative start-ups, making entry relatively easy for entrepreneurs.

The Srl is generally regarded as the most practical and cost-effective structure for early-stage companies in Italy. Entrepreneurs are typically advised to incorporate as an Srl because it offers flexibility in governance, limited personal liability, and lower incorporation and compliance costs compared to other corporate forms. The Srl structure is particularly attractive for start-ups due to its reduced capital requirements (which can be as low as EUR1 under simplified or innovative start-up regimes), streamlined governance, and eligibility for the special “Start-up Innovative” incentives provided under Italian law (Decree-Law No 179/2012 and subsequent amendments). By contrast, partnerships are less commonly used, as they expose founders to unlimited personal liability, while the SpA (società per azioni) – the joint-stock company – is typically reserved for larger ventures or later-stage businesses that require significant capital and more complex governance structures. In practice, early-stage investors and advisers generally recommend starting with an Srl, with the option to convert to an SpA at a later growth stage or prior to a major financing or exit event.

Italy offers a flexible framework for early-stage financing, combining private and public support, while ensuring legal certainty through standardised corporate documentation.

Early-stage financing in Italy is typically provided by a combination of local investors, business angels, family offices and government-sponsored funds. Foreign investors also participate, particularly in high-growth sectors such as fintech, software, and digital platforms.

Seed investments are often documented through share subscription agreements or convertible instruments, depending on the structure of the investment. In the case of innovative start-ups, simplified procedures under the Start-up Innovative regime allow equity investments to be formalised quickly, often alongside standard corporate documentation such as shareholders’ resolutions and amendments to the articles of association.

Italian start-ups benefit from a mixed ecosystem of domestic and international venture capital (VC), complemented by public co-investment schemes that facilitate early-stage funding. Typical sources of venture capital include domestic VC funds, business angels, and government-backed investment vehicles such as the Italian National Innovation Fund (Fondo Nazionale Innovazione or FNI), which co-invests alongside private investors to support innovative start-ups. Home-country VC is generally available, particularly for companies in high-growth sectors like fintech, software, and digital technologies, although early-stage rounds often rely on a combination of public and private funding.

Foreign VC firms are also active in the Italian market, attracted by promising scale-ups and technology-driven ventures. Investments are typically structured through equity subscriptions or convertible instruments, often alongside standard corporate documentation under the Start-up Innovative regime.

Italy has developed increasingly standardised practices for venture capital documentation, largely aligned with international models. Most VC transactions follow documentation inspired by UK and US venture capital standards, including term sheets, investment agreements, shareholders’ agreements, and convertible loan notes, ensuring consistency and investor protection. For innovative start-ups, simplified templates are also used under the Start-up Innovative framework to streamline early-stage investments.

Overall, while local adaptations exist to reflect Italian corporate law requirements, the documentation used in VC transactions is well developed and increasingly harmonised with international norms.

While most Italian start-ups remain domestic during their early growth, a change in corporate form or jurisdiction often occurs at later stages to support larger-scale financing or international expansion. In fact, Italian start-ups generally remain incorporated as limited liability companies (Srls) during their early and growth stages, as this form provides flexibility and limited liability while accommodating most VC structures. However, as companies expand and prepare for larger financing rounds or international investment, they are sometimes advised to convert into joint-stock companies (SpAs) to facilitate complex equity structures, stock option plans, or listings.

In Italy, investors in start-ups typically pursue a trade sale or secondary sale rather than an IPO. While listings on Euronext Growth Milan (EGM) are available, they remain limited to more mature scale-ups. Dual-track processes are still relatively rare, though interest has grown as market confidence improves. Overall, the prevailing trend continues to favour strategic or private equity sales as the primary exit route.

The choice of listing venue is driven by company size, investor target and cost-benefit considerations, with domestic exchanges being the default option for most Italian start-ups.

In fact, if an Italian start-up decides to pursue a public listing, it is most likely to list on a domestic exchange, typically EGM, which is tailored for small and mid-cap companies and offers a regulatory framework suitable for innovative and high-growth enterprises.

Listing on a foreign exchange is less common at the initial stage due to additional regulatory, disclosure and compliance requirements, as well as higher costs. However, dual listings on a domestic and foreign exchange may be considered for larger scale-ups seeking broader international investor exposure or access to deeper liquidity, particularly if the company has significant cross-border operations or ambitions to attract global institutional investors.

Listing an Italian company on a foreign exchange can affect the feasibility of a future sale, as domestic mechanisms such as minority squeeze-outs may not apply. This can complicate full acquisitions following a tender offer. Companies typically address this through careful shareholder agreements and governance structuring to preserve flexibility for future exits.

The method of sale chosen in a liquidity event largely depends on the size of the company. For Italian start-ups, sales are typically conducted through bilateral negotiations with a selected strategic or financial buyer, allowing confidentiality and control over terms. Auctions are less common but may be used for high-profile or competitive targets.

For established companies, auctions are more frequently employed, engaging multiple potential buyers to maximise value and leverage competition. Bilateral deals remain an option for sensitive or long-standing relationships.

Sales of privately held technology companies with VC investors are typically structured as share sales. The current trend favours partial or controlling-interest transactions, allowing VC funds the choice to exit fully or remain as minority shareholders. Full 100% sales are common in trade sales to strategic buyers, but investors often retain flexibility to remain invested if further growth potential exists.

In general, the prevailing trend in Italy remains cash transactions (particularly in the sale of privately held technology companies) due to regulatory simplicity and investor preference for immediate returns. Stock-for-stock or mixed consideration (cash and shares) is less common but may be used in strategic acquisitions, especially when the buyer is a listed or international group seeking to align interests and retain key shareholders or management.

In Italy, founders typically stand behind key representations and warranties, while VC investors limit their liability to title and authority matters. Escrow or holdback arrangements (5–15% of the price for 12–24 months) are customary to secure indemnities. R&W insurance is increasingly used in larger deals but remains uncommon in early-stage transactions due to cost. Overall, parties aim for a clean exit structure with balanced risk allocation.

Spin-offs represent a growing and strategic tool in Italy for fostering innovation and scaling technology-driven ventures. In fact, spin-offs are increasingly common in Italy’s technology industry, particularly among universities, research centres and established corporates seeking to commercialise innovative projects. They are typically used to separate high-growth or non-core business lines, attract dedicated funding, or create a more agile vehicle for innovation and collaboration with external investors.

Key drivers include access to venture capital, strategic focus, and regulatory or governance simplification, especially where innovation activities differ from the parent company’s core operations. Spin-offs are also encouraged by national and EU innovation policies, which promote technology transfer and commercialisation of research through dedicated start-up vehicles.

Spin-offs in Italy can be structured as tax-free at both the corporate and shareholder levels if certain conditions are met (see Articles 173–176 of the Italian Income Tax Code). The transaction must be proportional and undertaken for valid business purposes, and shareholders must receive shares in the spun-off company in the same proportion as their existing holdings. Proper accounting and disclosure requirements must also be observed. When these requirements are satisfied, no immediate corporate or shareholder taxation applies.

In Italy, a spin-off can be immediately followed by a business combination, such as a merger or acquisition. Key requirements include proportionality, valid business purpose, and maintenance of tax-neutral treatment, along with shareholder approvals and registration formalities. Proper disclosure to creditors and minority shareholders is also required. When structured correctly, this approach allows strategic restructuring while preserving tax efficiency.

The typical timing for a spin-off in Italy depends on the complexity of the transaction and the need for approvals, but most corporate spin-offs can be completed within 3–6 months from board approval to registration with the Companies’ Register. More complex or multi-entity spin-offs may take longer, particularly if creditor notifications or shareholder meetings are required.

A tax ruling from the Italian Revenue Agency (Agenzia delle Entrate) is not mandatory but is often sought to confirm tax-neutral treatment at both the corporate and shareholder levels. Obtaining such a ruling generally takes 3–6 months, depending on the clarity of the transaction structure and the completeness of the documentation provided.

In Italy, it is common to acquire a stake in a public company prior to making an offer. Under Article 120(2) of Legislative Decree No 58/1998 (Consolidated Financial Act –Testo Unico della Finanza or TUF), shareholders crossing the 3% ownership threshold (5% for SMEs) trigger a disclosure obligation to both the Italian Supervisory Authority for the Financial Market (Commissione Nazionale per le Società e la Borsa or Consob) and the issuer.

Further disclosure obligations are established by Article 120(4-bis) TUF. In particular, shareholders crossing thresholds of 10%, 20% and 25% must include the following further information in their disclosure pursuant to Article 120(2) TUF:

• the means of financing the acquisition;
• whether they are acting alone or in concert with others;
• whether they intend to cease or continue their purchases, and whether they intend to acquire control of the issuer or otherwise exercise an influence over the management of the company, and, in such cases, the strategy they intend to pursue and the actions planned to implement it;
• their intentions regarding any existing or contemplated shareholders’ agreements or other arrangements to which they are a party; and
• whether they intend to propose the appointment or removal of the issuer’s management or control bodies.

Under Article 121(1-bis) of Consob Regulation 11971/1999, any person whose shareholding crosses a relevant threshold under Article 120 TUF must notify both Consob and the issuer within four trading days from the date on which they became aware, or should have become aware, of the relevant transaction or event.

Italy currently does not have a formal “put up or shut up rule”. However, a draft reform of the TUF, approved by the Italian Council of Ministries at the beginning of October 2025, aims to introduce a similar mechanism to address market rumours about the preparation or possible launch of a takeover bid. Under this proposal, Consob would be empowered to set a deadline within which the potential bidder must publicly confirm whether it intends to make an offer. If the bidder either fails to respond within that period or declares that it does not intend to proceed, it would be barred for the following 12 months from launching any takeover bid for the same issuer’s securities.

Under Article 106(1) TUF, any person who, as a result of purchases or an increase in voting rights, comes to hold a shareholding exceeding 30% of the voting capital, or to otherwise have voting rights exceeding 30%, must launch a public tender offer addressed to all holders of the issuer’s securities for the totality of the securities admitted to trading on a regulated market held by them. Article 106(1-bis) TUF establishes a threshold of 25% for non-SME companies which do not have other shareholders with larger shares or voting rights.

According to the draft reform mentioned in 6.1 Stakebuilding, the Italian government is planning to unify these thresholds at 30% for all listed companies, without distinctions between SMEs and non-SMEs.

In Italy, acquisitions of public technology companies are typically structured as public tender offers (offerte pubbliche di acquisto or OPAs), which may be either voluntary or mandatory under Articles 102–106 TUF. In most cases, the process involves two stages: first, a privately negotiated purchase of a controlling block, and second, a tender offer to the remaining shareholders. Once the bidder achieves at least 90% or 95% of the voting share capital, the company can be delisted through the sell-out or squeeze-out procedures under Articles 108 and 111 TUF.

Although statutory mergers under Articles 2501ff of the Civil Code are legally available, they are rarely used as the initial acquisition structure for listed companies. The takeover rules under the TUF and Consob Regulation No 11971/1999 provide a more efficient and transparent mechanism for the transfer of control, ensuring equal treatment of shareholders and regulatory certainty. Mergers are, however, frequently used after the completion of an OPA, particularly for integration or restructuring purposes – for example, to merge the target into the bidder or a newly formed special-purpose vehicle (reverse merger) as part of the post-delisting process.

While the Italian TUF admits stock-for-stock transactions (offerte pubbliche di scambio or OPSs), cash consideration remains the most common form of payment in Italian public M&A. In particular, according to an occasional report issued in 2024 by Consob, within the period 2020–2023, 92% of public offers were settled entirely in case, while pure OPSs accounted for only 4%, and mixed cash-plus-titles offers (offerte pubbliche di acquisto e scambio or OPASs) represented about the remaining 4%.

Cash consideration is also acceptable in statutory mergers or restructuring transactions under Articles 2501ff of the Civil Code. Pursuant to Articles 106(2)–(3-bis) TUF and Consob Regulation No 11971/1999, the consideration in a mandatory tender offer must be at least as high as the highest price paid by the bidder (or persons acting in concert) for the same shares in the prior 12 months. Consob may permit deviations in extraordinary cases. The already mentioned reform proposal for 2025 suggests shortening the reference period to six months. Contingent value rights and similar mechanisms are very rare in public offers, especially considering, under Article 103(1) TUF, they must be addressed, on equal terms, to all holders of the financial instruments that are their object (so-called principle of equal treatment of shareholders).

Under Article 103(1) TUF, a takeover offer is irrevocable, and any clause to the contrary is void. Pursuant to Article 40(1) of Consob Regulation No 11971/1999, an offer may be subject to conditions only if such conditions are not dependent on the bidder’s discretion. Mandatory tender offers under Article 106 TUF must be unconditional: the only conditions generally accepted by Consob are those relating to regulatory approvals required by law.

In practice, the most common condition in Italian public takeovers is the minimum acceptance condition, whereby the offer becomes effective only if a certain percentage of shares (for example, 50%, 66% or 90%) is tendered by the end of the offer period. Other fairly common conditions include obtaining the required regulatory approvals, such as antitrust clearance from the Antitrust Authority or “Golden Power” authorisation from the Presidency of the Council of Ministers (see 7.3 Restrictions on Foreign Investments for more on the Golden Power regime).

It is customary to have a deal agreement with the target and/or key shareholders addressing co-operation, non-solicitation/exclusivity (pre-announcement), and recommendation undertakings. Public targets give limited representations in the offer context; disclosure is primarily via the offer document cleared by Consob, and by the target board’s response to shareholders.

In voluntary tender offers, bidders commonly include a minimum acceptance condition, which makes the offer effective only if a certain percentage of shares is tendered by the end of the offer period. This is allowed under Article 40(1) of Consob Regulation No 11971/1999, provided that the condition is objective and not dependent on the bidder’s discretion. Typical thresholds are: more than 50% (simple control), two thirds (qualified control), 90% (threshold for mandatory sell-out under Article 108 TUF), and 95% (threshold for squeeze-out under Article 111 TUF). In recent Italian takeovers – particularly in the technology sector – thresholds of 90% or 95% have been the most common.

Under Article 111 TUF, following a full takeover bid, a bidder that holds at least 95% of the voting capital of an Italian listed company is entitled to compulsorily acquire all remaining shares (squeeze-out right). The right must be expressly stated in the offer document and may be exercised within three months from the end of the acceptance period. The purchase price is determined in accordance with Article 108(3)–(5) TUF, and the transfer becomes effective upon the deposit of the consideration with a bank designated by the issuer.

The squeeze-out right operates in parallel with the sell-out mechanism under Article 108 TUF, which allows minority shareholders to request that the bidder purchase their shares once it has exceeded 90% of the voting capital. In that case, the bidder is obliged to buy the remaining shares unless it restores a sufficient free float to ensure the regular trading of the shares within 90 days (Article 108(2) TUF). Once the 95% threshold is reached, the sell-out right becomes unconditional.

Italian law does not impose a UK-style “certain funds” provision. However, under Article 37-bis of Consob Regulation No 11971/1999, a bidder launching a cash tender offer must provide Consob with a bank guarantee or equivalent assurance covering the full amount of the consideration. The offer document must also include a statement confirming that the necessary financial resources are available, specifying the sources of the finance (own funds, credit lines, or guarantees). Consob will not authorise the publication of an offer unless the bidder has already secured the funds or a binding guarantee.

In general, financing conditions are not permitted, as an offer cannot be made subject to the bidder obtaining financing. The guarantee or financial commitment must therefore be in place before filing the offer documentation.

Under Article 104 TUF (the passivity rule), once a takeover bid has been announced, the target’s board of directors cannot take any action that may frustrate the offer or hinder competing bids, unless such action is authorised by the shareholders’ meeting.

Before the launch of an offer, the bidder and the target may enter into limited co-operation or exclusivity agreements, such as short-term no-shop clauses or matching rights, typically aimed at facilitating due diligence or preparing the offer documentation. However, these must be reasonable in duration and scope. Break-up fees or termination fees are rarely used in Italian public takeovers and are permissible only if agreed before the offer is announced, limited in amount, and not capable of discouraging competing offers.

If a bidder does not reach 100% ownership following a takeover offer, it may still exercise significant control through ordinary corporate governance mechanisms. Italian law does not provide for “domination and profit transfer agreements” like those available in Germany. In those cases, governance is set by by-laws and shareholder agreements, which must be filed/disclosed under Article 122 TUF.

The bidder may also assume formal direction and co-ordination (direzione e coordinamento) of the target under Articles 2497ff of the Italian Civil Code, which must be publicly disclosed and entails liability towards minority shareholders and creditors for any abusive conduct. In addition, where other significant shareholders remain, shareholders’ agreements (patti parasociali) may be entered into under Article 2341-bis of the Italian Civil Code to regulate board composition, reserved matters or voting arrangements.

It is relatively common in Italian public takeovers for the bidder to obtain irrevocable undertakings or tender commitments from key shareholders of the target, particularly where there is a reference or controlling shareholder. Such undertakings usually consist of a commitment to tender shares in the offer once it is launched, or to support corporate resolutions required for post-offer integration (such as mergers or delistings).

To the extent that these agreements qualify as shareholders’ agreements, they must be disclosed to Consob pursuant to Article 122 TUF and Consob Regulation No 11971/1999.

Under Article 102(4) TUF, the offer document must be approved by Consob before publication.

Consob will grant its approval within 15 days from the filing of the offer document – or within 30 days if the offer concerns financial instruments that are unlisted or traded on multilateral trading facilities – if the document is suitable to enable the recipients to reach an informed assessment of the offer.

Consob may indicate to the bidder additional information to be provided, specific publication requirements, or particular guarantees to be given. Where supplementary information is requested, the statutory term will be suspended once, until the information is received.

If the offer requires authorisations from other supervisory authorities, Consob will issue its approval within five days from the communication of such authorisations.

Upon expiry of the statutory period, the offer document is deemed approved by operation of law.

Pursuant to Consob Regulation No 11971/1999, the term for the acceptance of an offer will be agreed between the bidder and the financial market manager or Consob, where applicable. In general, the acceptance period for a takeover offer will last between 15 and 25 trading days for mandatory offers, and between 15 and 40 trading days for voluntary offers. Consob may, for reasons of investor protection or proper conduct of the offer, extend the duration up to 55 days. The offer period may also be automatically extended if a shareholders’ meeting is convened under Article 104 TUF.

If a competing offer is launched, Consob will consult the interested parties and then co-ordinate the conducting of the offers to ensure that shareholders have an equal period of time to evaluate and accept any of them. The acceptance period of the offers and the expected date for the publication of the results are aligned with those of the latest competing offer, unless the previous bidders, within five days from the publication of the competing offer, notify Consob and the market of their intention to maintain the original deadline. In that case, counteroffers (rilanci) are not possible.

In general, competing offers and subsequent counteroffers must be submitted within five days prior to the term of acceptance of the original offers or of the last competing offer submitted.

Under Article 40 of Consob Regulation No 11971/1999, the acceptance period for a takeover offer lasts between 15 and 25 trading days for mandatory offers and up to 40 days for voluntary ones.

Consob may extend the duration, even more than once and up to 55 days, where necessary for the proper conduct of the offer or the protection of investors (Article 40(4) TUF) – for instance, when the completion of the offer depends on antitrust, Golden Power or other regulatory clearances.

According to Article 102(4) TUF, if such authorisations are required, Consob’s approval of the offer document is suspended until they are obtained.

These regulatory approvals constitute legitimate objective conditions for the suspension under Article 40(1) of the Consob Regulation, since they do not depend on the bidder’s discretion.

In practice, bidders typically notify the relevant authorities immediately after announcing the offer and obtain clearances before the end of the acceptance period; if approvals are delayed, Consob extends the timetable accordingly.

In Italy, establishing and operating a technology company does not generally require prior authorisation, unless the company operates in a regulated technology sector such as fintech, cloud and cybersecurity services, healthtech, telecoms, or online gaming.

Regulatory supervision is sector-based and focuses on activities that may impact financial stability, network security, or personal data protection.

Key regulators include the Bank of Italy and Consob (for fintech and digital payments); the Agency for Digital Italy (“AgID”) and the National Cybersecurity Agency (“ACN”) (for cloud and NIS2 compliance); the Ministry of Health and AIFA (for medtech and digital health); AGCOM (for telecoms and digital communications); and the Customs and Monopolies Agency (“ADM”) for online gaming.

Authorisation processes in these areas typically take from 3–6 months, depending on the applicable legal framework, complexity and level of risk.

The primary regulator for public M&A and securities market transactions in Italy is Consob – the independent authority responsible for supervising listed companies, public offers and market transparency under TUF and Consob Regulation No 11971/1999.

Consob reviews and authorises takeover and exchange offers, monitors market disclosure, and has broad powers to suspend or prohibit transactions in case of irregularities.

The Italian Stock Exchange (Borsa Italiana SpA), as the market operator, oversees compliance with listing and trading rules and co-ordinates the technical procedures for the tendering and settlement of offers.

Foreign investments in Italy are generally liberalised, but acquisitions of companies operating in strategic sectors are subject to the Golden Power regime under Decree-Law No 21/2012, as amended.

The regime grants the Italian government the power to block, authorise or impose conditions on transactions that may affect national security or public order, including in areas such as defence, energy, telecoms, transport, cloud infrastructure, financial markets and health.

The Prime Minister’s Office, through the Golden Power Coordination Unit, is the competent authority.

A mandatory filing must be made before closing whenever a foreign investor acquires control or specific voting thresholds (10%, 15%, 20%, 25% or 50%) in a company active in a strategic sector.

The review is suspensory. The prime minister must issue a decision within 45 days from the complete filing of the notification. This period may be suspended once if the government requests additional information from the company (up to ten days to respond) or from third parties (up to 20 days to respond). If the filing is incomplete, the 45-day period starts anew upon receipt of the missing information.

If no decision is adopted within the applicable timeframe, the transaction is automatically authorised under the silence-assent rule.

For an introduction to the Golden Power regime, see 7.3 Restrictions on Foreign Investments.

Golden Power screening applies to both foreign and domestic investors and is the central instrument through which the government reviews ownership changes in critical industries.

Complementary to the Golden Power regime, Italy also enforces export control and cybersecurity regulations addressing the transfer and operational security of sensitive technologies. The Ministry of Foreign Affairs is competent in authorising the export or transfer (including intangible transfers) of dual-use items under Regulation (EU) 2021/821. Under that regime, products such as encryption software, cybersecurity tools, semiconductors, drones, or other items with potential military applications require prior authorisation.

M&A transactions in Italy are subject to antitrust merger control under Article 16 Law No 287/1990, supervised by the Italian Competition Authority (Autorità garante della concorrenza e del mercato or AGCM).

A transaction must be notified to the AGCM prior to closing if:

• the combined turnover in Italy of the parties exceeds EUR582 million; and
• the individual turnover in Italy of at least two parties exceeds EUR35 million each (2025 thresholds).

If these thresholds are met, the transaction is suspensory and cannot be completed before clearance. The mentioned thresholds are revised annually by the AGCM in line with the GDP price deflator published by the Italian National Institute of Statistics (Istituto nazionale di statistica or ISTAT), so as to preserve their real economic value.

M&A transactions involving a transfer of business or business unit with more than 15 employees are subject to mandatory information and consultation obligations under Article 47 of Law No 428/1990.

The transferor and transferee must inform and consult the trade unions representing affected employees at least 25 days before completion of the transaction.

A consultation procedure may take place within ten days of notification, but the unions’ opinion is not binding. Failure to comply with these obligations may constitute anti-union conduct (condotta antisindacale) under Article 28 of the Workers’ Statute (Law No 300/1970), allowing trade unions to seek a court injunction ordering the employer to cease and remedy the violation.

Under Article 2112 of the Italian Civil Code, all employment contracts automatically transfer to the buyer, with joint liability between the transferor and transferee for pre-transfer obligations. Individual employee consent is not required.

Italy has no currency controls for M&A and no central bank approval is generally required for share acquisitions. Sectoral exceptions may apply in regulated finance. Anti-money laundering legislation applies.

Over the past three years, technology M&A in Italy has evolved within a rapidly changing regulatory and enforcement landscape, shaped by both national reforms and EU digital legislation.

At the national level, the Golden Power regime continues to play a central role in screening acquisitions involving strategic digital assets, including 5G technologies.

On 8 October 2025, the Italian government approved a draft reform of the TUF (see 6.1 Stakebuilding), which is expected to reshape Italian financial markets legislation. A definitive legislative decree is expected to be issued in the coming months.

At the European level, the framework is developing as a result of some legislative instruments on new technologies, including:

• the Directive EU 2022/2555 (“NIS2 Directive”), implemented in Italy through Legislative Decree No 238/2024;
• the Regulation EU 2023/2854 (“Data Act”), applicable from 12 September 2025; and
• the Regulation EU 2024/1689 (“AI Act”), complemented in Italy by Law No 132/2025.

The scope and focus of due diligence in Italian technology M&A have evolved significantly in recent years, reflecting the increasing regulatory complexity and the shift towards data- and software-driven business models. Accordingly, due diligence in the technology sector now places growing emphasis on:

• intellectual property (eg, ownership and protection of software, source code, patents and trade marks);

• data protection, in particular with regard to the Regulation EU 2016/679 (the “GDPR”), Legislative Decree No 196/2003 (the “Data Protection Code”), and provisions and guidelines from the Italian Supervisory Authority (Garante per la protezione dei dati personali);

• cybersecurity legislation, in particular with regard to entities subject to NIS1 and the NI2 Directive or falling within the scope of the “National Perimeter of Cybersecurity”, established by Law-Decree No 105/2019;

• AI governance and algorithmic transparency, in particular in light of Regulation EU 2024/1689 (the “AI Act”), complemented in Italy by Law No 132/2025;
• cloud infrastructure, interoperability and data portability, especially in light of the Regulation EU 2023/2854 (the “Data Act”);
• ESG and sustainability metrics, especially with regard to data protection and cybersecurity-related aspects; and
• regulatory compliance with sector-specific frameworks (eg, medical devices, fintech, digital health and telecoms).

In Italy, the scope of due diligence on a technology company is largely shaped by the company’s listing status and by confidentiality and market-disclosure rules.

Unlisted targets may freely share information with prospective buyers, while listed companies must comply with the Regulation EU 596/2014 (the “Market Abuse Regulation”).

Targets typically provide bidders with access to a virtual data room (VDR) under non-disclosure agreements (NDAs).

In competing-bid situations, any non-public information released to one bidder must be made available to other bidders upon request, in accordance with the equal-treatment and fairness principles, and also in the light of Consob practice.

In technology-driven operations, due diligence often includes a review of source code, algorithms, datasets, or AI models. Overall, boards of listed technology companies generally allow a moderate level of technical due diligence sufficient to enable valuation and risk assessment, while ensuring that disclosure remains proportionate, reversible and non-discriminatory.

No specific data privacy restrictions apply. However, the disclosure and processing of personal data within due diligence activities must be carried out in accordance with the applicable data protection legislation, namely the GDPR and Data Protection Code.

Under Article 102(1) TUF, a bidder intending to launch a takeover offer (offerta pubblica di acquisto) or an exchange offer (offerta pubblica di scambio) must immediately notify Consob and make its decision public – or, in the case of mandatory offers, the arising of the obligation – in order to proceed with the offer.

Pursuant to Article 37 of Consob Regulation No 11971/1999, the initial communication through which the offer is made public must set out the essential features of the offer, including the identity of the bidder, the type and object of the offer, the consideration offered, and the strategic rationale of the transaction.

A prospectus must be published under Regulation (EU) 2017/1129 (the “Prospectus Regulation”) when transferable securities are offered to the public or admitted to trading on a regulated market in the EU.

In Italy, a draft of the prospectus must be submitted for approval to Consob according to Article 94(1) TUF. Consob collaborates with the Borsa Italiana for the approval.

However, no prospectus is required when:

• the total consideration of the offer in the EU is below EUR8 million within 12 months (as stressed by Article 34-ter of Consob Regulation No 11971/1999);
• the securities offered as consideration are already admitted to trading and represent less than 20% of the securities of the same class already listed (Article 1(5) of the Prospectus Regulation);
• the offer takes place in connection with a merger, demerger or takeover, provided that an equivalent information document (containing financial statements, risk factors and full transaction details) is made available to investors (Article 1(4)(f) of the Prospectus Regulation); or
• other exemptions established by Article 1 of the Prospectus Regulation apply.

In share-for-share offers or mergers, the bidder must publish either a prospectus or an exemption information document meeting Consob’s standards of completeness and comparability.

Cash-only offers are outside the scope of the prospectus rules.

The bidder’s shares must be listed or admitted to trading on a regulated market in Italy or another EEA jurisdiction. If the bidder’s shares are not listed, Consob may require a full prospectus and simultaneous admission to trading.

The offer document or prospectus must include audited financial statements and, where relevant, pro forma financial information showing the expected impact of the transaction.

Under Article 94 TUF and the Prospectus Regulation, bidders (or issuers, where applicable) are required to disclose all information necessary for investors to make an informed assessment of the bidder’s financial position, results and prospects.

Prospectus Regulations and Delegated Regulation EU 2019/680 clarifies the type of financial information to be included in the prospectus (or, where applicable, the offer document).

Pursuant to Article 102(4) TUF and Consob Regulation No 11971/1999, the offer document must be submitted to Consob for approval and, once approved, made publicly available through the channels indicated by Consob (typically, the website of the bidder and the target, and the Borsa Italiana as market operator).

With regard to mergers, two provisions of the Civil Code are relevant:

• Under Article 2501-ter, the boards of the merging entities must draw up a merger plan including, at least, some elements indicated by Article 2501-ter(1). The plan must be filed for registration with the Companies’ Register of each participating company or, alternatively, published on the company website.
• Under Article 2501-septies, a copy of the merger plan, together with the financial statements of the last three financial years, the directors’ explanatory report (Article 2501-quinquies), and the experts’ report on the exchange ratio (Article 2501-sexies), must be made available to shareholders – either at the registered office or on the company’s website – for at least 30 days before the meeting that will approve the merger. Shareholders are entitled to obtain free copies.

For listed companies, those obligations are complemented by Article 70 of Consob Regulation No 11971/1999, according to which the same documents required under Article 2501-septies Civil Code (except for the financial statement of the last three financial years) must be made available to the public by the listed issuers at least 30 days before the shareholders’ meeting, using the regulated disclosure channels (systems for the dissemination of regulated information or SDIR), publication on the company’s website, and notification to Consob.

After completion, listed issuers must also transmit a copy of the merger deed and the updated by-laws to Consob within ten and 30 days, respectively, from registration with the Companies’ Register.

Under Article 122 of TUF, any shareholders’ agreements relating to the exercise of voting rights in listed companies, or in companies controlling or controlled by listed issuers will be, within five days of their stipulation:

• notified to Consob;
• published in extract form, either in a national newspaper or, more commonly, via the issuer’s website or authorised storage mechanism;
• filed for registration with the Companies’ Register of the company’s registered office; and
• disclosed to listed companies.

Practical indications on such disclosure activities are established by Consob Regulation No 11971/1999.

Under Italian law, directors owe their duties primarily to the company as a legal entity, and not directly to shareholders or other stakeholders.

The core duties are set out in Articles 2391–2395 of the Italian Civil Code, further complemented by TUF and the general rule of the Civil Code on civil obligations.

The main provision on directors’ liability towards the company is Article 2392 Civil Code. According to that rule, in particular, directors must perform their duties with the diligence required by the nature of their office and their specific expertise. They are jointly and severally liable towards the company for any loss resulting from breach of their statutory or fiduciary duties, unless the matter falls within the delegated powers or specific functions assigned to other directors. Directors are also liable if, being aware of prejudicial acts, they fail to take appropriate measures to prevent or mitigate harm. A director may be exonerated from liability only if, being free from fault, they promptly record their dissent in the board minutes and notify the chair of the board of statutory auditors (collegio sindacale) in writing.

Under Article 2391 Civil Code, directors must act with loyalty and good faith, avoiding conflicts between personal and corporate interests. Any conflict must be disclosed and managed transparently, including abstention from voting where appropriate. For related-party transactions, Article 2391-bis Civil Code and Consob Regulation No 17221/2010 (with regard to listed companies) establish additional procedural safeguards.

In addition, under Article 94 TUF, the issuer and the persons responsible for the prospectus are liable for any false or misleading statements or material omissions contained in public offering documents. Although this provision primarily concerns the issuer, it reinforces the directors’ duty of diligence and accuracy in market disclosure.

Italian law does not explicitly require the establishment of special board committees for M&A transactions, but such committees are widely used in practice and strongly encouraged by corporate governance best practices.

Under Article 2381 Civil Code, boards of directors may delegate powers to executive committees composed of some of their members, or to one or more individual directors, in order to ensure adequate oversight and information flow.

For listed companies, the Corporate Governance Code – a voluntary code of conduct issued by Borsa Italiana in 2020 – recommends the creation of permanent board committees (audit, remuneration, and nomination/sustainability), composed mainly of independent directors. In addition, ad hoc committees may be established to assess extraordinary transactions, such as mergers or acquisitions, particularly where conflicts of interest or related-party elements are involved.

Under Consob Regulation No 17221/2010 on related-party transactions, independent directors’ committees play a central role in ensuring that material related-party transactions are carried out on fair and reasonable terms, and in preventing and managing potential conflicts of interest.

In general, the board of directors is the primary body responsible for assessing, approving and supervising extraordinary transactions, including mergers and acquisitions.

When a listed company is the target of a public offer, the board’s duties are governed by Articles 103 and 104 TUF.

The board must issue a reasoned opinion to shareholders evaluating the offer, its industrial and financial rationale, and its potential effects on the company, employees and stakeholders.

While the board may negotiate with the bidder or seek alternative offers, it cannot adopt defensive measures that could frustrate the offer (such as capital increases, asset disposals or new share issuances) without prior authorisation from the shareholders’ meeting. This is the so-called “passivity rule”, established under Article 104 TUF.

In Italy, shareholder litigation challenging board recommendations in public tech M&A is relatively uncommon, but may arise where procedural fairness or disclosure is contested. Buyers who support a transparent and well-documented process – involving an independent committee, a fairness opinion, accurate disclosure and proportionate deal protections – significantly reduce both the likelihood and the impact of post-signing challenges.

Italian law does not impose a general obligation for directors to obtain independent outside advice in connection with M&A transactions.

However, boards commonly obtain external advice such as:

• fairness opinions from independent financial advisers assessing the adequacy of the offer price or exchange ratio;
• legal opinions verifying regulatory compliance, contractual validity and potential risks;
• fiscal and tax advice; and
• technical and legal due diligence reports, particularly in technology-driven acquisitions, covering subjects such as intellectual property, data protection, AI and cybersecurity.