Legal Landscapes: Italy- Private Equity
1) What is the current legal landscape for your practice area in your jurisdiction?
The Italian private equity environment today is defined by a delicate balance between opportunity and regulatory complexity. On the one hand, Italy continues to attract substantial interest from international and domestic funds, particularly in sectors tied to technology, energy transition, infrastructure, and specialised manufacturing. On the other hand, the legal framework surrounding these transactions has become more layered.
A central feature of the current landscape is the increasingly assertive Golden Power regime, Italy’s foreign direct investment control system. Its scope has expanded well beyond traditional strategic sectors, and in practice it can impact transactions where one would not intuitively expect a mandatory filing. As a result, the Golden Power appraisal is now an essential part of almost any acquisition structure.
At the same time, competition and antitrust law remain an important consideration, especially in consolidated markets or where private equity investors already have portfolio companies active in the same vertical. The Italian Competition Authority has taken a more data-driven and interventionist approach, lengthening timelines in some transactions.
Overlaying all this is a tax environment that continues to evolve, particularly in relation to carried interest, capital gains treatment, and incentives for investment, as well as a broader political effort to reform capital markets through amendments to the TUF (Consolidated Financial Act). If successful, these reforms could make IPOs a more feasible exit route for private equity investors, which historically has been a structural weakness of the Italian market.
Taken together, these factors create a landscape that is rich in opportunity but demands careful navigation.
2) What three essential pieces of advice would you give to clients involved in your practice area matters?
The first and perhaps most important piece of advice is to front-load regulatory analysis, particularly on Golden Power and antitrust matters. In Italy, these regimes can significantly influence both the feasibility of a deal and its timing. The earlier we identify any filing obligations or potential areas of concern, the more effectively we can structure the transaction to avoid delays or complications.
Second, we strongly encourage clients to treat tax structuring as an integral part of the transaction, rather than an afterthought. Italy offers both challenges and opportunities on the fiscal side, and tax considerations regularly shape how acquisitions, management incentive plans, and exits are designed. A well-planned tax strategy can materially affect both valuation and the ultimate return on investment. Needless to say, tax structures are crucial also to sellers, hence a key negotiating point, where the small and mid-cap market still see many natural persons divest their shares.
Third, clients benefit enormously from proactive stakeholder management, whether with sellers, management teams, co-investors, or regulators. In the Italian market, negotiations often involve a blend of commercial, legal, and relational dynamics. Having a clear communication strategy, anticipating sensitivities, and preparing alternative structures or governance solutions can make the difference between a smooth process and a difficult one.
3) What are the greatest threats and opportunities in your practice area law in the next 12 months?
Looking ahead, the most significant threat is likely to be regulatory unpredictability, especially within the Golden Power framework. While its purpose is clear—protecting national strategic assets—the broad and evolving nature of the rules can create uncertainty for investors, particularly those operating internationally. Additionally, the competition authority’s more assertive posture could extend deal timelines or impose remedies that affect transaction value.
Market volatility also continues to pose a challenge. As interest rates and geopolitical dynamics shift, the availability of financing and the appetite for certain transactions can change quickly. This is especially relevant in Italy, where capital markets are not always as deep or liquid as those in larger European jurisdictions.
Yet the next year will also present meaningful opportunities. If the proposed capital markets reforms move forward, Italy may finally begin closing the longstanding gap in IPO activity, offering private equity investors more credible exit alternatives. Moreover, investment activity in sustainability, energy infrastructure, and technology remains strong, and these sectors are poised for continued growth. The increasing acceptance of digital instruments and tokenised securities also opens up new frontiers for liquidity, investor participation, and structuring.
4) How do you ensure high client satisfaction levels are maintained by your practice?
Client satisfaction in private equity work depends less on individual brilliance and more on consistency, communication, and the ability to anticipate problems before they materialise. For this reason, we place significant focus on project management: defining clear timelines, identifying critical paths, and highlighting potential risks early on.
We also invest in building multidisciplinary teams that can respond swiftly to issues in tax, antitrust, labour, and regulatory matters. Private equity transactions inevitably touch multiple areas of law, and clients value coordinated, cohesive advice rather than siloed opinions.
Another essential aspect is transparency—both in terms of pricing and in helping clients understand the legal or commercial trade-offs in front of them. We find that clients feel most supported when they understand not just what the recommended path is, but why it is being recommended and what alternatives exist.
Finally, we make sure that our involvement does not end at signing or closing. Post-closing governance and compliance, management incentive plans, and dispute resolution are all areas that can affect the value of an investment, and staying engaged reinforces trust and continuity.
5) What technological advancements are reshaping your practice area law and how can clients benefit from them?
Technology is increasingly transforming both the legal profession and the private equity sector itself. AI-driven tools are becoming a valid support in the due diligence exercises, particularly where targets show large volumes of similar documents. This translates into faster processes and greater accuracy in the senior lawyers’ review.
The digitisation of financial instruments, including early frameworks for tokenised shares and debt, is opening new possibilities for capital raising and liquidity. For private equity funds, this may eventually allow new forms of co-investment, secondary transactions, or incentive structures with lower friction and better traceability.
Equally important are advanced transaction management platforms and electronic signature solutions, which have streamlined the closing process, reduced errors, and improved audit trails—an increasingly important aspect of compliance.
Finally, enhanced AML/KYC automation tools have made onboarding of investors more efficient and more reliable, an improvement particularly relevant for cross-border funds operating in Italy.
Overall, technology allows us to deliver faster, more precise, and more strategic legal advice—benefits that directly improve transaction outcomes for clients.