{"id":124218,"date":"2026-01-09T09:59:57","date_gmt":"2026-01-09T09:59:57","guid":{"rendered":"https:\/\/my.legal500.com\/guides\/?post_type=comparative_guide&#038;p=124218"},"modified":"2026-01-12T10:55:55","modified_gmt":"2026-01-12T10:55:55","slug":"italy-acquisition-finance","status":"publish","type":"comparative_guide","link":"https:\/\/my.legal500.com\/guides\/chapter\/italy-acquisition-finance\/","title":{"rendered":"Italy: Acquisition Finance"},"content":{"rendered":"","protected":false},"template":"","class_list":["post-124218","comparative_guide","type-comparative_guide","status-publish","hentry","guides-acquisition-finance","jurisdictions-italy"],"acf":[],"appp":{"post_list":{"below_title":"<div class=\"guide-author-details\"><span class=\"guide-author\">Alma<\/span><span class=\"guide-author-logo\"><img src=\"https:\/\/my.legal500.com\/guides\/wp-content\/uploads\/sites\/1\/2025\/12\/2026_Alma_logo_hr.jpg\"\/><\/span><\/div>"},"post_detail":{"above_title":"<div class=\"guide-author-details\"><span class=\"guide-author\">Alma<\/span><span class=\"guide-author-logo\"><img src=\"https:\/\/my.legal500.com\/guides\/wp-content\/uploads\/sites\/1\/2025\/12\/2026_Alma_logo_hr.jpg\"\/><\/span><\/div>","below_title":"<span class=\"guide-intro\">This country specific Q&amp;A provides an overview of Acquisition Finance laws and regulations applicable in Italy<\/span><div class=\"guide-content\"><div class=\"filter\">\r\n\r\n\t\t\t\t<input type=\"text\" placeholder=\"Search questions and answers...\" class=\"filter-container__search-field\">\r\n\t\t\t<\/div>\r\n\r\n\t\t\t\r\n\r\n\r\n\t\t\t<ol class=\"custom-counter\">\r\n\r\n\t\t\t\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the trends impacting acquisition finance in your jurisdiction and what have been the effects of those trends? Please consider the impact of recent economic cycles, Covid-19, developments relating to sanctions, and any environmental, social, and governance (\u201cESG\u201d) issues.<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The Italian acquisition-finance market has adapted to several years of heightened volatility and structural change. After the pandemic, a period of rising interest rates and slower growth reshaped lending appetites, while the ongoing war in Ukraine and related sanctions forced borrowers and lenders alike to reassess exposure and pricing. Despite this environment, the market has proved more resilient than one might have expected: Italian banks remain well capitalised, private-equity activity has continued at a healthy pace, and private credit has stepped into a more visible role in supporting transactions that require speed or bespoke structuring.<\/p>\n<p>Traditional banks still lead in the more standardised acquisition financings, but the presence of direct-lending funds\u2014particularly in sponsor-backed mid-market deals\u2014has grown steadily. It is now common to see bank\u2013fund partnership models or co-underwriting approaches that combine execution certainty with the regulatory solidity that characterises the domestic banking sector.<\/p>\n<p>Environmental, social, and governance considerations are also reshaping documentation. Sustainability-linked margin grids, KPI-based covenants and enhanced reporting obligations, once seen as marketing features, are gradually becoming part of the standard toolkit and often require meaningful calibration at both structuring and monitoring stages.<br \/>\nOverall, Italy\u2019s 2025 acquisition-finance landscape appears mature and dynamic \u2013 more diversified in funding sources, more disciplined in risk allocation, and more attuned to the sustainability agenda than at any point in the last decade.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Please advise of any recent legal, tax, regulatory or other developments (including any reforms) that will impact foreign or domestic lenders (both bank and non-bank lenders) in the acquisition finance market in your jurisdiction.<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>In the last couple of years, the regulatory environment for lenders active in Italy has evolved in a way that is incremental rather than disruptive, but still relevant in practice for both banks and alternative credit providers. Supervisory oversight continues to reflect the European Banking Union framework: significant institutions fall under the direct supervision of the ECB, while the Bank of Italy maintains responsibility for less significant banks and for the broad universe of intermediaries registered under Article 106 of the Italian Banking Act. This dual structure has produced a fairly stable and predictable supervisory climate, which lenders appreciate when navigating cross-border transactions.<\/p>\n<p>One of the most meaningful developments has been the refinement of the rules governing direct lending by EU debt funds. Since 2021, the Bank of Italy has streamlined the notification and authorisation mechanics and eliminated the previous concentration limits. As a result, EU-authorised AIFs can extend credit or acquire Italian loan exposures more efficiently, provided they comply with leverage and transparency thresholds. This has encouraged a larger number of private credit funds to enter the Italian leveraged-finance space and to participate alongside banks in acquisition facilities.<\/p>\n<p>Legislative Decree No. 116\/2024 (the \u201cDecree\u201d) transposed in Italy Directive (EU) 2021\/2167 on credit servicers and credit purchasers, aimed at standardising the rules governing purchasers and servicers of non-performing loans and to foster the development of a secondary market for non-performing loans in the European Union (the \u201cDirective\u201d).<br \/>\nIn particular, Legislative Decree No. 385\/1993 (Consolidated Banking Act, \u201cTUB\u201d) was amended by the Decree, which introduced a new Chapter II of Title V (containing articles from 114.1 to 114.10) entitled \u201cPurchase and management of non-performing loans and non-performing loan servicers\u201d, providing a number of legislative changes with respect to the provisions of the Directive.<\/p>\n<p>Article 3(1) of the Decree assigned the Bank of Italy the task of issuing further provisions transposing the Directive and implementing the new Chapter II, Title V, of the TUB. In accordance with such task, the Bank of Italy, on 13 February 2025, published on its website the new supervisory provisions, that include specific provisions for the management of non-performing loans, regulating in particular the role of the non-performing loan servicer, as a new entity supervised by the Bank of Italy.<\/p>\n<p>These changes did not alter the fundamentals of Italian acquisition finance but raised the bar on transparency and compliance for both domestic lenders and foreign institutions seeking exposure to the Italian market.<\/p>\n<p>On the tax front, the regime applicable to cross-border financings has remained relatively stable, which is viewed positively by international arrangers. WHT exemptions for eligible lenders and the general rules on interest deductibility continue to support the competitiveness of Italian acquisition structures. In the first quarter of 2025, the Supreme Court with Decision No. 4427\/2025 has rebutted the restrictive interpretation of the Italian tax authorities, confirming applicability of the exemption from withholding on interest also in case of \u201cindirect lending\u201d, based on a look-through criteria reopening, subject to lending authorization considerations, the indirect lending market, at least for tax purposes.<\/p>\n<p>In parallel, digital-governance measures\u2014such as the widespread acceptance of e-signatures and the use of digital platforms for syndication and closing\u2014have reduced transaction costs and significantly improved execution timelines.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Please highlight any specific high level issues or concerns in your jurisdiction that should be considered in respect of structuring or documenting a typical acquisition financing.<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Several recurring legal points tend to influence how acquisition financings are structured in Italy, and they should be addressed early in the process to avoid unnecessary friction later on.<\/p>\n<p>One of the most sensitive areas remains the financial-assistance regime under Articles 2358 and 2474 of the Italian Civil Code, which prevents a company from financing or securing the acquisition of its own shares or those of its parent. These restrictions are commonly managed through post-acquisition mergers or, in limited cases, white-wash procedures, though such routes entail timing and governance constraints.<\/p>\n<p>Another area that deserves attention is the regulatory perimeter around who is authorised to lend in Italy. Under Article 106 of the Italian Banking Act, only banks and licensed intermediaries may carry out lending on a professional basis. Non-EU lenders commonly establish a branch or rely on a compliant Italian fronting. Failure to remain within this framework can create enforceability issues and regulatory exposure, so it is typically addressed at the term-sheet stage.<br \/>\nTax structuring also deserves early consideration. Indirect taxation of the security package, Italy\u2019s rules on WHT on interest and fees, interest deductibility, and the treatment of ancillary costs can materially influence, pricing, returns and structuring scheme.<\/p>\n<p>From a documentation standpoint, the Italian security package has its own civil-law nuances\u2014especially around perfection and publicity formalities\u2014which means that aligning LMA-style provisions with domestic requirements requires some tailoring.<\/p>\n<p>In parallel, ESG-linked mechanics are featuring more prominently in acquisition financings. Sustainability-linked margin adjustments, KPI verification processes and reporting undertakings now appear regularly in mid-cap sponsor transactions and require a degree of calibration at the outset.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">In your jurisdiction, due to current market conditions, are there any emerging documentary features or practices or existing documentary provisions\/features which borrowers or lenders are adjusting or innovating their interpretation of, or documentary approach to?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Market practice in Italian leveraged finance has evolved noticeably over the past 12\u201318 months, although not in a way that mirrors the more aggressive, covenant-lite approach seen in certain other European jurisdictions. Italian deals\u2014particularly in the mid-market\u2014remain relatively disciplined, but parties are adjusting several features to respond to higher funding costs and a less predictable rate environment.<\/p>\n<p>One of the most visible adjustments concerns financial-covenant headroom and pricing mechanics. With base rates moving more sharply, lenders are asking for clearer visibility on liquidity and cash flow, and this often translates into more conservative covenant packages or into margin ratchets that respond more sensitively to performance deterioration. Borrowers, on the other hand, are pushing for portability and accordion mechanics to preserve flexibility in competitive auction processes or in situations where sponsors anticipate bolt-on activity.<\/p>\n<p>A second area where practice is shifting is ESG-linked documentation. What began as a soft marketing element is now becoming a more structured set of obligations. Banks and private-credit funds generally expect sustainability KPIs to be measurable and independently verified, and borrowers increasingly agree to annual reporting cycles rather than ad hoc disclosure. The Italian market is still calibrating which KPIs make sense for specific industries, so these provisions are often the subject of genuine negotiation rather than boilerplate inclusion.<\/p>\n<p>More generally, Italian documentation is slowly converging toward international standards, but it retains several civil-law nuances\u2014particularly in relation to guarantee structures, certain perfection mechanics, and the management of intercreditor relationships. Sponsors and lenders are therefore taking a more pragmatic approach: importing the elements of Anglo-Saxon templates that genuinely add value, while adapting others to fit a legal framework that still places emphasis on formalities and enforceability.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Has there been a prevalence of \u201cequity bidding\u201d in acquisition financing (i.e., signing the acquisition agreement prior to securing financing) with the expectation of securing financing shortly thereafter? If in the US, would Xerox language be included in the acquisition agreement?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Equity-funded bidding has become more common in Italy than it was a few years ago, although it remains a tool used selectively and typically only by sponsors with an established track record and reliable lender relationships. It tends to appear mainly in competitive processes, particularly in private equity and infrastructure transactions, where execution certainty matters as much as price. In those situations, sponsors may be willing to sign the SPA on an all-equity basis and finalise the debt facilities immediately afterwards, relying on strong underwriting support or on a well-tested lender group. That said, this remains the exception rather than the rule in the Italian market.<\/p>\n<p>In public M&amp;A, the regime is far more prescriptive. Under Article 102 and ff. of the Italian Consolidated Financial Act and Articles 37 and ff. of CONSOB Regulation No. 11971\/1999, a bidder must demonstrate, at the time of launching a takeover bid, that it has adequate resources to satisfy the full consideration of the offer. This requirement is typically met through an irrevocable first-demand guarantee issued by an authorised intermediary or, alternatively, through evidence that the relevant funds have been made available in a segregated account. The rule is designed to ensure \u201cfunding certainty\u201d as interpreted under Italian law and leaves no room for financing-out conditions.<\/p>\n<p>Private transactions rely on contractual drafting rather than regulation. Where English-law SPAs are used, the acquisition agreement often mirrors the conditions to drawdown under the financing, so-called \u201cXerox\u201d language. The idea is to align the completion mechanics with the financing conditions and to ring-fence lender exposure. Italian-law SPAs, by contrast, tend to rely on conditional-closing or escrow arrangements that achieve a similar outcome while remaining consistent with the Civil Code framework.<\/p>\n<p>Overall, equity bidding is a recognised practice in Italy, but its use is limited to sophisticated sponsors and situations where deal dynamics justify taking underwriting risk upfront. The underlying regulatory framework\u2014especially in public offers\u2014already provides strong protections around funding certainty, making financing-out constructs largely inapplicable in Italian takeover practice.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are there any notable trends in the use of certain financing structures (e.g., private credit vs syndicated vs high yield vs holdco vs mezzanine vs preferred, etc.) in your jurisdiction for acquisition financings?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The Italian market has become noticeably more diversified in terms of the capital structures used to support acquisitions, although the balance between banks and alternative lenders still reflects the specificities of the domestic mid-market.<\/p>\n<p>Traditional syndicated senior loans remain the backbone of large-cap transactions, particularly where borrowers value the relationship element and the ability to coordinate multiple banking counterparties through well-established processes. That said, private credit has taken on a central role in sponsor-driven mid-market deals. Speed of execution, a higher degree of structural flexibility and the ability to craft bespoke covenant packages continue to make direct-lending solutions attractive, even when pricing is comparatively higher.<\/p>\n<p>Unitranche financing, once seen as a niche imported from the UK market, is now familiar to most private-equity sponsors operating in Italy. These structures often combine senior and subordinated risk into a single tranche, simplifying intercreditor dynamics and reducing the execution risk typical of multi-layered financings. They are now a frequent choice where timelines are compressed or where the sponsor requires a streamlined documentation process.<\/p>\n<p>Mezzanine and preferred-equity instruments continue to appear but remain less common than in Northern Europe. Their use is typically event-driven\u2014bridging valuation gaps, funding bolt-on acquisitions, or supporting more complex capital structures\u2014and tends to arise in transactions where the sponsor is already familiar with hybrid instruments.<br \/>\nHigh-yield bonds still represent a minority share of Italian leveraged acquisition financing. Market size, issuer profile and the continued availability of bank liquidity mean that the high-yield route is generally pursued only in cross-border transactions or where an international sponsor seeks the covenant-lite flexibility associated with capital-markets terms. Holdco-level structures are sometimes used in these cases to accommodate distribution flexibility and achieve higher leverage without constraining the operating group.<\/p>\n<p>Overall, the Italian market reflects a pragmatic blend of bank and fund capital: the choice between syndicated senior debt, private credit, or hybrid instruments is increasingly driven by execution certainty, governance considerations and the long-term support a lender can offer, rather than by pricing alone.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Has the use of technology (e.g., e-signatures, digital platforms for syndication, document automation, AI, etc.) impacted the documentation or execution of acquisition financings?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Technology has become an integral part of how acquisition financings are executed in Italy, even though the market has traditionally been more formalistic than some other European jurisdictions. Over the last few years, electronic execution has moved from a useful exception to a common practice. Italian law \u2013 drawing on the EU eIDAS Regulation and on the Italian Digital Administration Code (Codice dell\u2019Amministrazione Digitale) \u2013 recognises the full legal validity of qualified electronic signatures, which are treated as equivalent to handwritten signatures for most contractual purposes. In practice, most lender groups now use a combination of digital signatures and traditional notarisation depending on the type of document involved.<\/p>\n<p>Syndication processes have evolved as well. Arrangers increasingly rely on digital data rooms, online investor-engagement tools and automated distribution platforms. These tools shorten execution timelines, reduce administrative friction and make it easier to coordinate broader lender groups, particularly in leveraged transactions where transparency and speed are essential to maintaining competitive momentum.<\/p>\n<p>Document automation and AI-assisted drafting are still at an early stage in Italy, but they are already visible in transactions handled by international law firms and larger financial institutions. These technologies help maintain consistency across long-form finance documents and streamline internal review processes. That said, the Italian market remains cautious: automation supports, rather than replaces, legal judgment, especially where civil-law formalities or perfection requirements demand precision.<\/p>\n<p>Overall, technology has delivered materially faster execution without diluting the emphasis that Italian practice places on enforceability and proper form. The prevailing approach is pragmatic: digital tools are widely accepted, but parties continue to rely on traditional methods where needed to ensure that security packages and core documents remain robust before the courts.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the legal and regulatory requirements for banks and non-banks to be authorised to provide financing to, and to benefit from security provided by, entities established in your jurisdiction?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Lending in Italy is a regulated activity when carried out \u201ctowards the public\u201d: this notion is defined jointly by Article 106 of the Italian Banking Act (TUB), the Ministerial Decree No. 53\/2015 and the supervisory provisions applicable to intermediaries authorised under Article 106 TUB. Taken together, these sources define lending to the public broadly, covering lending performed on a professional, organised or recurrent basis, even where directed at a limited number of borrowers. The nature of the borrower (corporate or retail) is not relevant; the key criterion is whether the lending activity is professionally organised. As a result, lending to the public may be carried out only by entities authorised or passported in Italy, which are subject to prudential, organisational and conduct requirements. Lending that falls outside the statutory and regulatory notion of lending \u201cto the public\u201d (for example, isolated and genuinely non-professional transactions) may be performed without authorisation, although this exception is construed narrowly in practice.<\/p>\n<p>EU credit institutions may lend in Italy under the passporting regime of the Capital Requirements Directive, either through a branch or on a cross-border basis, following notification by their home supervisor. EU AIFs managed under AIFMD may also engage in direct lending, provided they comply, among other conditions, with the leverage, diversification and transparency limits introduced by the Bank of Italy\u2019s 2021 update to Circular No. 288\/2015.<\/p>\n<p>Non-EU lenders do not benefit from passporting and therefore cannot lend \u201cto the public\u201d in Italy unless they establish a locally authorised branch. In acquisition-finance transactions, market practice often relies on a fronting structure, with an Italian authorised lender acting as lender-of-record and retaining a meaningful portion of the credit risk in line with supervisory expectations.<\/p>\n<p>Foreign lenders do not require an Italian license to take or enforce security over Italian assets. Once the relevant perfection steps have been implemented\u2014such as registration in the land registry for mortgages, notarial execution and Companies\u2019 Register filing for pledges over limited liability companies\u2019 quotas, or notification\/acknowledgment for assignments of receivables\u2014the secured creditor enjoys the same ranking and enforcement rights as a domestic lender.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are there any laws or regulations which govern the advance of loan proceeds into, or the repayment of principal, interest or fees from, your jurisdiction in a foreign currency?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Italy does not impose any general capital-control restrictions on the inflow or outflow of funds denominated in foreign currency. Cross-border payments are governed principally by EU Regulation (EC) No. 924\/2009 on cross-border payments and by the domestic legislation implementing the EU Payment Services Directive (PSD2), which establishes the framework for executing international transfers and related payment-service requirements.<\/p>\n<p>Italian borrowers may validly contract loans denominated in foreign currency, provided that the parties expressly agree on the currency for both disbursement and repayment. Any related exchange-rate risk must be addressed in the contractual documentation, and interest payments must comply with Italian usury thresholds (as periodically published by the competent Italian authority).<\/p>\n<p>Statistical and AML-related reporting obligations are handled under the Bank of Italy\u2019s balance-of-payments and AML frameworks through authorised intermediaries. These measures serve supervisory and monitoring purposes and do not amount to capital controls.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are there any laws or regulations which limit the ability of foreign entities to acquire assets in your jurisdiction or for lenders to finance the acquisition of assets in your jurisdiction? Please include any restrictions on the use of proceeds.<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Italy does not impose capital controls or general restrictions on the ability of an Italian borrower to obtain financing from, or make payments to, a foreign lender. Cross-border lending flows freely, provided that AML, sanctions and tax requirements are respected. Borrowings and repayments in any currency are permitted, and loan proceeds may be used for any lawful corporate purpose.<\/p>\n<p>The only potential limitations arise in the context of foreign direct investment screening under the so-called Golden Power regime, set out in Law Decree No. 21\/2012 (as amended) and aligned with EU Regulation 2019\/452. These rules apply only to acquisitions or transactions involving companies operating in strategic sectors \u2014 such as defence, energy, telecommunications, transportation, cybersecurity and critical infrastructure \u2014 and may require prior notification to the Presidency of the Council of Ministers. The regime does not restrict the ability to borrow from foreign lenders, but it may affect the structure of certain acquisition financings, including the granting of security over strategic assets or voting rights.<\/p>\n<p>There are no general restrictions on the use of loan proceeds for asset acquisitions. That said, proceeds must not be used for activities contrary to public policy, anti-money-laundering rules, or international sanctions.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What does the security package typically consist of in acquisition financing transactions in your jurisdiction and are there any additional security assets available to lenders?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>A standard Italian-law security package in acquisition financings is built around a combination of share\/quota security, receivables and bank-account pledges, and, where relevant, mortgages over real estate assets or pledges over material movable assets. The precise structure depends on the nature of the target company\/group and the level of asset-intensity, but Italian practice generally follows a well-tested pattern.<\/p>\n<p>Share and quota pledges remain the centrepiece and are usually structured as the main single point of enforcement.<br \/>\nReceivables and intercompany loans are typically pledged or assigned by way of security, allowing lenders to capture cash flows within the acquisition structure.<\/p>\n<p>Bank-account pledges are also standard and are structured as pledges over the credit rights of the account holder against the account bank, covering both operating accounts and collection accounts.<\/p>\n<p>In asset-intensive sectors, lenders may supplement the package with mortgages over real estate assets, and with security over movable assets. Depending on the circumstances, this may take the form of a traditional possessory pledge or a non-possessory pledge (pegno non possessorio) under Legislative Decree No. 59\/2016, which allows the borrower to retain possession of the secured assets while still granting effective collateral \u2014 an increasingly useful tool in leveraged and acquisition financings.<\/p>\n<p>Although Italian law does not recognise floating charges or all-assets security, the combination of specific-asset security interests typically allows lenders to replicate a comprehensive collateral package. In addition, lenders often take security over material commercial contracts, intellectual-property rights and insurance receivables where these are relevant to the value of the target group.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Does the law of your jurisdiction permit (i) floating charges or any other universal security interest and (ii) security over future assets or for future obligations?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Italian law does not provide for floating charges or all-assets security. However, by combining targeted security interests over the assets that matter \u2014 equity, receivables, material contracts, intellectual property, insurance receivables and selected hard assets \u2014 lenders can usually replicate the level of protection that a floating-charge jurisdiction would offer.<\/p>\n<p>That said, Italian practice has developed a number of mechanisms that achieve, in commercial terms, a similar outcome. Security can be granted over assets that are future but determinable, provided the criteria for their identification are clear at the time the security is created. This approach is often used for revolving assets where the pool of secured assets changes over time.<\/p>\n<p>A further development has come from the non-possessory pledge (pegno non possessorio) introduced by Legislative Decree No. 59\/2016. This form of security allows companies to charge categories of movable assets used in the business without transferring possession. Perfection occurs through registration in the dedicated electronic register, and such registration renders the security interest effective against third parties. The tool has become increasingly relevant in leveraged and acquisition financings where borrowers hold significant operating assets.<\/p>\n<p>Taken together, these mechanisms allow lenders to construct security packages that, while structurally different from floating charges, deliver a comparably robust level of protection in acquisition-finance transactions.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Do security documents have to (by law) include a cap on liabilities? If so, how is this usually calculated\/agreed?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Italian law imposes a statutory requirement to include a cap for personal guarantees. Under Article 1938 of the Italian Civil Code, when a personal guarantee covers future or contingent obligations, the maximum guaranteed amount must be specified. As a result, caps are standard in upstream, cross-stream and parent guarantees used in acquisition financings.<br \/>\nIn practical terms, the cap is negotiated between the parties and reflects the borrower\u2019s aggregate exposure under the facility, including principal, interest, fees, and enforcement costs. Lenders usually require a margin to cover interest rate variations and enforcement-related expenses, often expressed as a percentage above the total facility commitments. In intra-group contexts, the sizing of the cap is influenced by corporate-benefit and proportionality considerations, particularly in light of the rules on conflicts of interest and on direction and coordination within corporate groups.<\/p>\n<p>For mortgages on real estate assets, Italian law requires the indication of a maximum amount for registration purposes (the so-called importo massimo garantito). This amount caps the extent of the mortgage\u2019s effect over the encumbered asset \u2014 i.e., the maximum amount for which the creditor may rely on the mortgage\u2019s priority \u2014 but it does not operate as a cap on the borrower\u2019s overall contractual obligations, which may exceed the registered value and remain unsecured for the surplus.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the formalities for taking and perfecting security in your jurisdiction and the associated costs and timing? If these requirements are different for different asset classes, please outline the main points to note for each of these briefly.<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The formalities for creating and perfecting security under Italian law depend on the nature of the asset and the type of security interest involved. The main categories are summarised below.<\/p>\n<p>Pledges over shares in joint-stock companies (societ\u00e0 per azioni) must be granted by way of a deed with a date certain at law (data certa). If the shares are dematerialised, the security interest is recorded in the accounts maintained by the authorised intermediary under the Italian Consolidated Financial Act. Where the shares are not dematerialised, perfection requires endorsement of the share certificates (if issued) and annotation of the pledge in the shareholders\u2019 ledger. In the case of a limited-liability company (societ\u00e0 a responsabilit\u00e0 limitata), the pledge must be executed before a notary and filed with the Companies\u2019 Register (Registro delle Imprese).<\/p>\n<p>Security over receivables is created through assignment or pledge. Perfection requires notification to, or written acknowledgment by, the underlying debtor. The technique is widely used for intercompany loans, trade receivables and acquisition-related flows.<\/p>\n<p>A bank account pledge is structured as a pledge over the credit rights of the account holder vis-\u00e0-vis the account bank. Perfection requires notice to the account bank and its written acknowledgment.<\/p>\n<p>Security over tangible movable assets can be created through a traditional possessory pledge\u2014requiring delivery of the asset to the secured creditor or a custodian \u2014 or through a non-possessory pledge (pegno non possessorio) under Legislative Decree No. 59\/2016. The latter is perfected through registration in the electronic register maintained by the Italian Revenue Agency (Agenzia delle Entrate) under the supervision of the Italian Ministry of Justice, and can extend to future assets within specified categories.<\/p>\n<p>Mortgages must be granted by notarial deed and perfected through registration with the land registry, and priority is determined by the time of filing.<\/p>\n<p>Security over IP rights is perfected by registration with the competent IP office. Security over aircraft, vessels or vehicles follows the rules of the relevant asset registry.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are there any limitations, restrictions or prohibitions on downstream, upstream and cross-stream guarantees in your jurisdiction? Please also provide a brief description of any potential mitigants or solutions to these limitations, restrictions or prohibitions.<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Italian law does not prohibit upstream, downstream or cross-stream guarantees, but it subjects them to strict corporate purpose, corporate benefit and proportionality requirements. The analysis is particularly sensitive for upstream and cross-stream guarantees, where the guarantor does not receive an immediate or direct benefit from the financing.<\/p>\n<p>The directors of the guarantor must be able to demonstrate that the guarantee is consistent with the company\u2019s corporate purpose and that it produces a concrete advantage \u2014 direct or indirect \u2014 for the guarantor.<\/p>\n<p>Failure to comply may result in the guarantee being declared void or unenforceable, and directors may incur liability for breach of fiduciary duties.<\/p>\n<p>In practice, the most common mitigants include: (i) limitation language, which caps each guarantor\u2019s exposure to an amount consistent with its net assets and the benefit reasonably expected from the transaction; (ii) corporate approvals tailored to the transaction, including reasoned board resolutions expressly identifying the expected benefit; (iii) structural adjustments, including excluding certain entities from the guarantee package or ring-fencing assets where corporate-benefit concerns cannot be resolved.<\/p>\n<p>Downstream guarantees generally present fewer issues, as the parent company normally derives clear benefit from supporting a subsidiary. Upstream and cross-stream guarantees remain more delicate, but with appropriate limitation language and a documented benefit rationale, they are commonly accepted in Italian acquisition financings.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are there any other notable costs, consents or restrictions associated with providing security for, or guaranteeing, acquisition financing in your jurisdiction?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Providing security or guarantees in connection with acquisition financing may trigger additional costs, taxes, consents and restrictions under Italian law.<\/p>\n<p>Security documents may entail notarial costs where the security interest requires notarial form, as well as stamp duties, registration taxes and further taxes, depending on the nature of the security and of the facility.<\/p>\n<p>Where the security provider or guarantor operates in a regulated sector, prior notification or approval may be required from the competent authority. In strategic sectors, the granting of certain security interests\u2014such as pledges over assets or voting rights\u2014may fall within the scope of Italy\u2019s Golden Power regime and require prior notification.<\/p>\n<p>Upstream and cross-stream guarantees must comply with Italian corporate-benefit and proportionality requirements (see Question 15). These do not prohibit the provision of guarantees but require a documented assessment of the benefit to the guarantor and properly reasoned corporate approvals.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Is it possible for a company to give financial assistance (by entering into a guarantee, providing security in respect of acquisition debt or providing any other form of financial assistance) to another company within the group for the purpose of acquiring shares in (i) itself, (ii) a sister company and\/or (iii) a parent company? If there are restrictions on  granting financial assistance, please specify the extent to which such restrictions will affect the amount that can be guaranteed and\/or secured.<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Italian law prohibits a company\u2014whether an S.p.A. or a S.r.l.\u2014from providing financial assistance (including guarantees, security or loans) for the financing or refinancing of the direct or indirect acquisition or subscription of its own shares or quotas. The prohibition is set out in Article 2358 of the Italian Civil Code for S.p.A. and in the last paragraph of Article 2474 for S.r.l. It applies to any structure that is functionally connected with such acquisition financing and operates as an absolute bar whenever the assistance supports, even indirectly, the purchase of the assisting company\u2019s equity.<\/p>\n<p>The same principles apply where the assistance is used to acquire shares in any company that directly or indirectly owns shares or quotas in the assisting company.<\/p>\n<p>Financial assistance in connection with the acquisition of a sister company is not prohibited per se. The key test is whether the assistance ultimately supports the acquisition of the assisting company\u2019s own shares or quotas. Where that risk is excluded, guarantees and security may be granted subject to corporate-benefit, proportionality and capital-maintenance requirements (see Question 15).<\/p>\n<p>Where the prohibition applies, the company is prevented from granting the guarantee or security irrespective of amount; the restriction affects the permissibility of the assistance, not its quantum. Any residual risk of voidness is assessed case by case by analysing the transaction as a whole.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">If there are any financial assistance issues in your jurisdiction, is there a procedure available that will have the effect of making the proposed financial assistance possible (and if so, please briefly describe the procedure and how long it will take)?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Italian law provides two mechanisms commonly used to address financial-assistance restrictions.<\/p>\n<p>The first, and most frequently adopted in practice, is a post-acquisition merger between the bidco and the target under Article 2501-bis of the Italian Civil Code. This provision sets out a specific framework for merger leveraged buy-outs and requires, among other things: (i) a merger plan indicating the financial resources available for debt repayment; (ii) a directors\u2019 report explaining the economic rationale of the transaction and the sustainability of the post-merger structure; and (iii) an independent expert\u2019s report confirming both the reasonableness of the merger plan and the fairness of the exchange ratio. When these conditions are met, the merger may neutralise the risk of the transaction being characterised as prohibited financial assistance. In practice, the preparation and completion of this process typically requires two to four months.<\/p>\n<p>Financial assistance by an S.p.A. may also be permitted through the statutory whitewash procedure under Article 2358 of the Italian Civil Code. This requires: (i) prior approval of the extraordinary shareholders\u2019 meeting; (ii) a detailed directors\u2019 report describing the legal and economic terms of the transaction, its business rationale, and the interest for the assisting company; (iii) compliance with a balance-sheet test limiting the assistance to distributable profits and available reserves; and (iv) the creation of a non-distributable reserve equal to the amount of the assistance. The whitewash is not available to S.r.l. Based on market practice, the process usually takes six to ten weeks from preparation of the documentation to filing of the resolutions.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">If there are financial assistance issues in your jurisdiction, is it possible to give guarantees and\/or security for debt that is not pure acquisition debt (e.g. refinancing debt) and if so it is necessary or strongly desirable that the different types of debt be clearly identifiable and\/or segregated (e.g. by tranching)?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>In transactions where financial-assistance concerns may arise, the parties usually ensure that the proceeds of the acquisition debt are clearly identifiable and kept separate from other funds. This is commonly achieved through a dedicated acquisition tranche and detailed use-of-proceeds covenants requiring that drawdowns be applied solely to the purchase price or other expressly permitted purposes.<\/p>\n<p>Segregating and tracing the funds helps demonstrate that the financing is not made available, directly or indirectly, to support the acquisition of the assisting company\u2019s own shares or quotas, and supports the enforceability of the related guarantees and security interests.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Does your jurisdiction recognise the concept of a security trustee or security agent for the purposes of holding security, enforcing the rights of the lenders and applying the proceeds of enforcement? If not, is there any other way in which the lenders can claim and share security without each lender individually enforcing its rights (e.g. the concept of parallel debt)?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Italian law does not formally recognise a common-law trust or a true parallel-debt structure for syndicated lending.<\/p>\n<p>Security is usually granted in favour of all secured creditors, with a security agent acting under a mandate (mandato con rappresentanza) to hold, administer and enforce the security on their behalf.<\/p>\n<p>For bond issuances, Article 2414-bis of the Italian Civil Code allows security to be granted in favour of a bondholder representative (rappresentante), who may exercise substantive and procedural rights on behalf of all noteholders.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Does your jurisdiction have significant restrictions on the role of a security agent (e.g. if the security agent in respect of local security or assets is a foreign entity)?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Italian law does not impose substantive restrictions on the appointment of a security agent, including where the agent is a foreign entity. Any domestic or foreign legal entity may act as security agent provided it has the capacity to enter into and perform the mandate under Italian law. No regulatory licence is required.<\/p>\n<p>As a matter of practice, the finance and security documents should clearly define the scope of the agent\u2019s powers and confirm that it acts for and on behalf of all secured creditors.<br \/>\nForeign agents may also enforce Italian-law security without the need for additional authorisations, provided that the relevant enforcement rights are properly vested in the agent through the mandate and the security documents.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Please provide the main differences and considerations between bank loan financing and high yield bond\/note financing for acquisition purposes in your jurisdiction, and how do they affect the structuring and documentation of the transaction?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>High-yield bond financing remains less common than traditional loan financing in Italian acquisition transactions, especially in the mid-market, where bank and private-credit facilities offer faster execution, tailored covenant packages and more predictable intercreditor dynamics. High-yield structures tend to appear in large-cap or cross-border sponsor deals and are typically combined with a super-senior RCF and, in some cases, a unitranche or TLB tranche.<\/p>\n<p>From a structuring standpoint, high-yield instruments follow international market practice: incurrence-based covenants, limited security packages and settlement timings aligned with capital-markets execution, contrasting with the maintenance covenants, tighter controls and broader collateral coverage usually found in Italian-law loan documentation. Intercreditor arrangements are also more standardised in high-yield transactions, reflecting trustee-led enforcement and fixed waterfall mechanics.<\/p>\n<p>No recent regulatory reforms materially affect the choice between loan and high-yield structures; the distinction remains driven by deal size, execution certainty, covenant flexibility and the level of control expected by lenders.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Describe the loan transfer mechanisms that exist in your jurisdiction and how the benefit of the associated security package can be transferred.<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Loan participations in Italy are typically transferred by way of assignment of receivables (cessione del credito) or transfer of contract (cessione di contratto). Under an assignment, the receivables and their accessory rights\u2014including guarantees and security interests\u2014automatically pass to the incoming lender once the relevant perfection or publicity steps have been completed.<\/p>\n<p>A transfer implemented by way of novation extinguishes the original receivable and therefore requires specific continuation wording in the finance and security documents to preserve the existing security package.<\/p>\n<p>Transfers of banking receivables may rely on the simplified in-block assignment regime under the Italian Banking Act, while transfers to securitisation vehicles follow the statutory formalities of Law No. 130\/1999, including publication in the Italian Official Gazette.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the rules governing the priority of competing security interests in your jurisdiction? What methods of subordination are used in your jurisdiction and can the priority be contractually varied? Will contractual subordination provisions survive the insolvency of a borrower incorporated in your jurisdiction?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Under Italian law, the priority of security interests is determined by a combination of factors, including the nature of the security right and the timing and completion of the relevant perfection formalities. A duly perfected security interest ranks ahead of unsecured claims and of subsequently perfected or unperfected competing security, while statutory privileges may override contractual arrangements irrespective of timing. Priority disputes are resolved based on the date of registration, annotation or notification, depending on the type of asset and security.<\/p>\n<p>Subordination may take the form of contractual subordination (whereby the junior lender undertakes not to collect junior debts, and the borrower and other obligors agree not to make payments to the junior lender, until the senior debt has been paid in full), structural subordination (a creditor at the holding company level is structurally subordinated to the creditors of subsidiaries, because the holding company can be paid only after the subsidiaries have satisfied their own creditors), or intercreditor agreements (to regulate the relationship among lenders and other finance parties, establishing payment waterfalls, standstill periods and enforcement mechanics). These arrangements are fully effective among the parties and generally operate through the security agent, which enforces the security and allocates proceeds in accordance with the agreed waterfall, thereby avoiding individual enforcement actions.<\/p>\n<p>In insolvency proceedings, contractual subordination cannot modify the statutory order of priority. Under the Italian Crisis and Insolvency Code, distributions follow mandatory rules based on the nature of each claim, including the applicable security interests and statutory privileges. As a result, contractual subordination provisions remain binding only among the participating creditors\u2014operating through payment blockages and turnover obligations\u2014but do not affect the distribution criteria applied by the insolvency estate.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Is there a concept of \u201cequitable subordination\u201d in your jurisdiction whereby loans provided by a shareholder (as a creditor) to a company incorporated in your jurisdiction are subordinated by law upon insolvency of that company in your jurisdiction?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Italy recognises a statutory form of equitable subordination for loans granted by shareholders, by entities exercising direction and coordination over the borrower, and by entities subject to such direction and coordination. These loans are subordinated by law to all other unsecured claims if, at the time the financing was advanced, the company was undercapitalised or in a financial condition that would have reasonably required an equity contribution instead of debt.<\/p>\n<p>In insolvency proceedings, such loans are classified as subordinated claims and are satisfied only after all other unsecured creditors. Repayments made prior to insolvency may also be clawed back where they were made in circumstances that would have required the loan to be treated as subordinated under the principles described above.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Does your jurisdiction generally (i) recognise and enforce clauses regarding choice of a foreign law as the governing law of the contract, the submission to a foreign jurisdiction and a waiver of immunity and (ii) enforce foreign judgments?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Italy generally recognises choice-of-law clauses designating a foreign governing law, subject to the application of Italian mandatory rules and to the overriding limits of public policy. Jurisdiction clauses are also upheld in accordance with Regulation (EU) No. 1215\/2012 (Brussels I Recast), save for matters falling within exclusive jurisdiction under Italian or EU law. Italian courts likewise give effect to express waivers of sovereign immunity granted by foreign states or state entities in connection with commercial transactions.<\/p>\n<p>Judgments issued by courts of EU Member States are recognised and enforced in Italy without special proceedings under Brussels I Recast. Judgments from non-EU jurisdictions are recognised pursuant to Law No. 218\/1995, provided that the foreign court had jurisdiction, the judgment is final and enforceable, the defendant was afforded due process, and recognition does not conflict with Italian public policy.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the requirements, procedures, methods and restrictions relating to the enforcement of collateral by secured lenders in your jurisdiction?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>A secured creditor may enforce its collateral following an event of default or upon acceleration of the secured obligations. Enforcement is typically preceded by a formal demand for payment and the specific procedure depends on the nature of the collateral and the type of security interest.<\/p>\n<p>Under Italian law, security may be enforced through:<\/p>\n<p>(i) a court-ordered sale of the secured assets, which remains the default method for most categories of collateral;<\/p>\n<p>(ii) a private sale, where expressly permitted by law and agreed in the security document; or<\/p>\n<p>(iii), for financial collateral with a readily ascertainable market value, a sale or appropriation outside court.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the insolvency or other rescue\/reorganisation procedures in your jurisdiction?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Italian insolvency law has been comprehensively reorganised with the entry into force of the Italian Crisis and Insolvency Code (Codice della Crisi d\u2019Impresa e dell\u2019Insolvenza) in 2022.<\/p>\n<p>The main procedures include:<\/p>\n<ul>\n<li>Judicial liquidation (liquidazione giudiziale): a fully liquidatory proceeding that replaces the former bankruptcy regime (fallimento).<\/li>\n<li>Judicial composition with creditors (concordato preventivo): a court-supervised reorganisation tool designed to preserve the going concern, which may take the form of either a business-continuity plan or a liquidating plan.<\/li>\n<li>restructuring agreements (accordi di ristrutturazione), which allow debt rescheduling through an agreement with creditors, subject to judicial approval;<\/li>\n<li>certified recovery plan (piano di risanamento attestato), a private tool which is not supervised by either the court or a court-appointed receiver.<\/li>\n<\/ul>\n<p>In addition, the negotiated settlement of a crisis (composizione della crisi), which does not qualify as a formal insolvency proceeding, serves as an early-warning mechanism to facilitate consensual restructuring solutions before formal insolvency arises.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Does entry into any insolvency or other process in your jurisdiction prevent or delay secured lenders from accelerating their loans or enforcing their security in your jurisdiction?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The commencement of insolvency proceedings generally triggers an automatic stay on individual enforcement and precautionary actions (azioni esecutive e cautelari) against the debtor\u2019s assets. As a result, secured creditors may not commence or continue enforcement actions once the stay is in place.<\/p>\n<p>Italian law provides limited exceptions. Lenders holding mortgage credit (credito fondiario) may continue enforcement notwithstanding the stay, subject to specific procedural safeguards and without prejudice to the collective nature of the insolvency process. In addition, financial collateral (under Directive 2002\/47\/CE as implemented in Italy by Decree no. 170\/2004) may be realised outside court even after the opening of insolvency proceedings, provided that the legal requirements for such collateral arrangements are met.<\/p>\n<p>Outside these exceptions, secured creditors must participate in the collective process and enforce their rights through the insolvency estate.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">In what order are creditors paid on an insolvency in your jurisdiction and are there any creditors that will take priority to secured creditors?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>In insolvency proceedings, distributions follow the statutory order of priority established by Italian law. Once the assets of the estate have been realised, the proceeds are applied in the following order:<\/p>\n<p>1. Predeductible claims, including the costs of the insolvency procedure and other expenses incurred in the interest of the estate;<\/p>\n<p>2. Secured claims, up to the value of the relevant collateral, based on the applicable perfection and priority rules;<\/p>\n<p>3. Creditors with statutory privileges over the debtor\u2019s movable assets who are satisfied ahead of unsecured creditors but do not take precedence over duly perfected security interests on specific assets;<\/p>\n<p>4. Unsecured creditors, including all creditors without statutory priority;<\/p>\n<p>5. Statutorily subordinated claims (such as shareholder loans) and contractually subordinated claims.<\/p>\n<p>Italian law does not provide for categories of creditors that systematically take priority over secured creditors with respect to the assets subject to their security.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are there any hardening periods or transactions voidable upon insolvency in your jurisdiction?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Italian insolvency law provides for claw-back actions (azioni revocatorie) that may render certain transactions entered into prior to the opening of insolvency proceedings voidable. The Crisis and Insolvency Code provides different hardening periods depending on the type of transaction:<\/p>\n<ul>\n<li>Six months before the opening of insolvency for preferential payments, transactions for consideration and security interests granted in connection with simultaneously created obligations, where the receiver proves that the creditor was aware of the debtor\u2019s insolvency;<\/li>\n<li>One year for transactions at undervalue, non-cash payments of due debts and security interests granted for pre-existing debts not yet due, unless the creditor demonstrates lack of knowledge of the debtor\u2019s insolvency;<\/li>\n<li>Two years for transactions that are inherently detrimental to the estate or significantly diminish the debtor\u2019s assets without adequate consideration.<\/li>\n<\/ul>\n<p>Certain transactions are expressly exempted from claw-back, including payments made in the ordinary course of business, remittances that do not reduce the debtor\u2019s exposure to the bank on a lasting basis, and acts or security granted in connection with certified reorganisation plans or court-approved restructuring procedures.<\/p>\n<p>A specific five-year claw-back regime also applies to transactions within corporate groups where value is transferred from the insolvent company to another group entity to the detriment of creditors.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are there any other notable risks or concerns for secured lenders in enforcing their rights under a loan or collateral agreement (whether in an insolvency or restructuring context or otherwise)?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Certain risks and limitations may arise in the enforcement of security interests or in the collection of secured claims. The opening of judicial liquidation (liquidazione giudiziale) or other insolvency proceedings triggers a stay of actions, which may restrict the exercise of security rights until the assets are realized within such proceedings.<\/p>\n<p>Outside of insolvency context, risks are more limited but may include challenges relating to the perfection, validity, or ranking of security interests, particularly where relevant formalities have not been properly completed. Additional risks relate to the timing of enforcement, which may vary significantly depending on the nature of the assets subject to security.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Please detail any taxes, duties, charges or related considerations which are relevant for lenders making loans to (or taking security and guarantees from) entities in your jurisdiction in the context of acquisition finance, including if any withholding tax is applicable on payments (interest and fees) to lenders and at what rate.<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p><strong>Indirect taxation of guarantees securing the credit<\/strong><\/p>\n<p><strong>Ordinary regime<\/strong><\/p>\n<p>The facility(ies) agreement falls within the scope of application of VAT, even though as exempt and it is subject to registration tax at a fixed rate of 200 Euro. Registration is not due upon execution when the agreement is executed outside the Republic of Italy or by exchange of correspondence. Registration may become due at a later stage, mainly upon enforcement<\/p>\n<p>Securities granted by an Italian entity in favour of a non-resident lender, in order to secure payment obligations of the borrower, are ordinarily subject to the following tax treatment:<\/p>\n<p>(i) securities granted by the borrower\/issuer and executed by way of notarized deed are subject to registration tax at a fixed rate of 200 Euro;<\/p>\n<p>(ii) securities granted by third parties and executed by way of notarized deed are subject to 0.5% registration tax;<\/p>\n<p>(iii) in addition, a 2% mortgage tax would also apply on the amount secured in case of execution of a mortgage deed (an additional 0.5% mortgage tax applies upon release of the mortgage);<\/p>\n<p>(iv) securities executed outside the Republic of Italy or by exchange of correspondence are not subject to registration upon execution. Registration may become due at a later stage, mainly upon enforcement.<\/p>\n<p><strong>Substitutive tax regime<\/strong><\/p>\n<p>All such indirect taxes, may be superseded by an optional umbrella tax applying in different ways depending on the financing. In particular, Article 15 ff. of the Presidential Decree 29 September 1973, No. 601 provides for the application the substitutive tax (imposta sostitutiva) in relation to financing transactions and all accessory deeds and acts (e.g. security documents) carried out by certain credit providers. This tax replaces the various registration, mortgage and other indirect taxes payable in the context of financing transactions (on any document strictly connected to the financing transaction, including security documents and transfers or assignments of security documents) and amounts to 0.25% of the principal amount of the financing.<\/p>\n<p>In case of loan financing, the imposta sostitutiva applies when:<\/p>\n<p>(a) the original lenders qualify as: (1) a bank resident in a EU member state or acting through a permanent establishment in Italy; (2) an insurance company incorporated and authorized to carry out insurance activity pursuant to the law of an EU member state; (3) an undertakings for collective investment of savings established in EU\/EEA member state allowing for an adequate exchange of information with the Italian tax administration; or (4) a company resident in Italy for Italian tax purposes entitled to acquire, and\/or invest in, credits and loans in the context of a securitization transaction carried out pursuant to Italian Law 30 April 1999, No. 130;<\/p>\n<p>(b) the loan shall have a maturity exceeding18 months and 2 days;<\/p>\n<p>(c) the relevant agreement is executed in Italy; and<\/p>\n<p>(d) the lenders elect in the loan agreement for the application of the imposta sostitutiva.<\/p>\n<p>For each financial year, the lender is required to electronically file, directly or through an authorized intermediary, with the Revenue Agency \u2013 within four months from the end of the financial year \u2013 a tax return according to a specific form, available on the website of the Revenue Agency (www.agenziaentrate.gov.it), concerning the transactions (i.e. the loans) carried out in the same financial year. The imposta sostitutiva on loans is, therefore, self-assessed by the lender in the tax return to be presented to the Revenue Agency.<\/p>\n<p><strong>Income tax treatment in Italy of Italian sourced income<\/strong><\/p>\n<p><strong>Ordinary regime<\/strong><\/p>\n<p>As a general principle, under Italian tax laws, capital income \u2013 such as interest \u2013 is considered to be produced in the territory of the State (Italy) when paid by Italian resident entities\/taxpayers.<\/p>\n<p>Based on the above, interest income paid by an Italian resident company to a non-Italian resident lender are considered as an Italian sourced income.<\/p>\n<p>Under Article 26, paragraph 5, of Presidential Decree 29 September 1973, No. 600, Italian companies are required to operate a final WHT on capital income paid to non-Italian resident percipients at the standard 26% rate, which may be reduced (generally to 10%) under applicable tax treaties (if any).<\/p>\n<p><strong>The exemption rule<\/strong><\/p>\n<p>Paragraph 5-bis of Article 26 of Decree 600\/1973, provides for a specific exemption from WHT for interest paid on medium-long term loans (i.e. exceeding18 months and 2 days) granted to Italian enterprises (Italian investment funds are not considered as \u201centerprises\u201d for such purposes) by certain categories of qualified lenders, namely:<\/p>\n<p>(a) credit institutions established in EU member states;<\/p>\n<p>(b) insurance companies established and authorized under the laws issued by EU member states;<\/p>\n<p>(c) foreign institutional investors, even if not subject to taxation, referred to in Article 6, paragraph 1, letter b), of Legislative Decree 1 April 1996, No. 239, subject to supervision in the foreign countries where the same institutional investors have been set up; and<\/p>\n<p>(d) entities listed by Article 2, paragraph 5, numbers from 4) to 23), of the Directive 2013\/36\/EU (e.g. Cassa Depositi e Prestiti and other entities performing similar activities in other EU Member States);<\/p>\n<p>subject to the Italian banking rules regulating the activity of granting loans vis-\u00e0-vis the public by certain professional entities as set forth by Legislative Decree September 1993, No. 385.<\/p>\n<p>No official form or procedural requirements are provided by the statutory rules, or by the instructions and interpretation rendered by the Italian tax authorities, as for the concrete application of the exemption regime. However, according to the practice adopted by the market, the foreign lender shall cooperate with the Italian borrower providing to this latter with a self-declaration form.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are there any other tax issues that foreign lenders should be aware of when lending into your jurisdiction?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Certain specific exemption or tax allowances may be available, depending on the legal and tax status of the lender or the borrower, e.g. full tax exemption in the hands of the European Investment Bank or for Cassa Depositi e Prestiti, when acting for institutional purposes, or indirect taxes reduced by 50% when the borrower qualifies as an Italian real estate investment fund.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What is the regulatory framework by which an acquisition of a public company in your jurisdiction is effected?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Public takeovers in Italy are governed by a comprehensive statutory and regulatory framework aimed at ensuring transparency, equal treatment and market integrity. These provisions apply to Italian companies whose shares are admitted to trading on regulated markets in Italy or in the EU.<\/p>\n<p>A mandatory tender offer is required when a person acquires more than 30% of the voting rights, or\u2014if already between 30% and 50%\u2014increases such holding by more than 5% in twelve months. For large non-SME issuers, the threshold may fall to 25% where no higher shareholder exists. The offer must be extended to all voting shareholders, priced no lower than the highest purchase price paid in the previous year, and backed by cash confirmation letter.<\/p>\n<p>Voluntary bids may target less than 100% of the voting capital, and the offer document must be submitted to CONSOB for approval\u2014generally within fifteen days. The target\u2019s board must publish a reasoned opinion, while defensive actions are limited by the passivity rule unless authorised by shareholders.<\/p>\n<p>Separately, acquisitions in strategic sectors may fall under the \u201cgolden power\u201d regime, which allows the Government to review or condition the transaction. The overall framework aligns with EU takeover principles while reflecting particular features of Italian regulatory practice.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the key milestones in the timetable (e.g. announcement, posting of documentation, meetings, court hearings, effective dates, provision of consideration, withdrawal conditions)?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Public takeover bids in Italy follow a structured timetable.<\/p>\n<p>The process begins with the bidder\u2019s announcement to CONSOB, the target and the market operator, setting out the essential terms of the offer, including price and financing. The target must immediately publish a press release summarising the information received. Within twenty days of the announcement, the bidder files the draft offer document with CONSOB together with evidence of cash confirmation.<\/p>\n<p>CONSOB reviews the filing within fifteen business days (or thirty where non-cash consideration is offered). Once approved, the offer document is published and the offer period opens, lasting between fifteen and forty trading days.<\/p>\n<p>During this phase, both the bidder and the target must disclose any material changes, and competing offers may be launched. The target\u2019s board must publish its reasoned opinion within ten business days from the publication of the offer document.<\/p>\n<p>The offer closes at the end of the acceptance period. Results must be published within three trading days, and settlement\u2014whether in cash or securities\u2014must occur within five trading days. If the bidder reaches 90 per cent of the voting rights, a sell-out obligation is triggered; at 95 per cent, the bidder may exercise the statutory squeeze-out right, resulting in delisting.<br \/>\nWithdrawal of the offer is permitted only where expressly provided in the offer document and typically relates to regulatory conditions or a successful competing bid.<\/p>\n<p>Throughout the process, the disclosure regime under the Market Abuse Regulation (EU) 596\/2014 applies. In straightforward transactions, a voluntary tender offer generally completes within eight to ten weeks.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What is the technical minimum acceptance condition required by the regulatory framework? Is there a squeeze out procedure for minority hold outs?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Italian takeover law does not impose a mandatory minimum acceptance level, but bidders in voluntary offers usually include a minimum acceptance condition to secure corporate control or enable subsequent delisting. This threshold is stated in the offer document and, once cleared by CONSOB, becomes binding on the bidder.<\/p>\n<p>Where a bid is mandatory, acceptance conditions are not permitted: the bidder must purchase all securities tendered at the offer price.<\/p>\n<p>The framework provides clear exit mechanisms for residual minorities. If, after the offer, the bidder holds 95 per cent or more of the target\u2019s voting capital, it may exercise a squeeze-out right (diritto di acquisto), requiring remaining shareholders to sell at the offer price. Conversely, when the bidder reaches 90 per cent, minority shareholders gain a sell-out right (obbligo di acquisto), compelling the bidder to buy their shares on the same terms.\u2074 Completion of either procedure generally results in delisting from Borsa Italiana.<\/p>\n<p>These thresholds ensure transactional finality and minority protection, consistent with EU Directive and long-standing CONSOB practice.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">At what level of acceptance can the bidder (i) pass special resolutions, (ii) de-list the target, (iii) effect any squeeze out, and (iv) cause target to grant upstream guarantees and security in respect of the acquisition financing?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>In Italian listed companies, special resolutions require the approval of at least two-thirds of the votes represented at the shareholders\u2019 meeting. In practice, bidders aim to acquire around 67 per cent of the voting share capital to ensure control over extraordinary corporate decisions such as mergers, amendments to by-laws, or capital changes.<\/p>\n<p>A voluntary delisting may be achieved either through a successful takeover resulting in ownership of 95 per cent of the voting shares\u2014allowing a squeeze-out\u2014or through a merger following acquisition. Where the bidder holds at least 90 per cent, minority shareholders gain a sell-out right, often leading to the same outcome.<\/p>\n<p>Once the acquisition is completed and control established, the bidder may consider having the target grant upstream guarantees or security in support of the acquisition debt. However, such measures are subject to the financial-assistance prohibition and must comply with the corporate-benefit principle.<\/p>\n<p>These thresholds and constraints together define the bidder\u2019s path from control to full ownership, balancing transaction efficiency with the protection of minority shareholders and corporate integrity.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Is there a requirement for a cash confirmation and how is this provided, by who, and when?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Italian takeover rules apply a \u201ccertainty of funds\u201d principle, ensuring that the bidder can fully meet the offer price once announced. The bidder must demonstrate, at the time of announcement, that it possesses or has committed access to the funds required to complete the offer.<\/p>\n<p>A financial intermediary authorised by CONSOB, typically a bank or investment firm, must verify the availability of such funds and issue a cash confirmation. This confirmation is filed with CONSOB together with the draft offer document and is disclosed to the market. The offer cannot proceed without this confirmation.<\/p>\n<p>There are no restrictions on the type of financing used for the offer: bank loans, private-credit facilities, bridge-to-bond structures, equity commitments, or mixed financing packages are all permitted, provided they ensure immediate and unconditional cash settlement upon closing. Hybrid structures may be used so long as they do not undermine payment certainty.<\/p>\n<p>In practice, bidders rely on fully underwritten facilities, firm equity commitments or escrowed funds, and CONSOB may request additional information on the financing structure to ensure full protection of minority shareholders.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What conditions to completion are permitted?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Italian takeover law is based on the principle of certainty and irrevocability of offers. Conditions to completion must be objective, verifiable, and independent of the bidder\u2019s discretion.<\/p>\n<p>Permitted conditions typically include minimum acceptance thresholds (in voluntary offers), regulatory clearances, and golden power or antitrust approvals, where applicable. These are considered legitimate as they safeguard legal compliance rather than create bidder optionality. Conversely, conditions depending on internal approvals, market fluctuations, or the bidder\u2019s conduct are not admissible.<\/p>\n<p>In practice, golden power reviews\u2014under Law Decree No. 21\/2012\u2014are the most frequent completion condition in strategic sectors (defence, energy, communications, critical technologies), but these are typically cleared within predictable timeframes when pre-filing consultation occurs.<\/p>\n<p>This disciplined framework ensures transparency and execution certainty, aligning Italian practice with EU Directive and broader European takeover standards.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\r\n<div class=\"word-count-hidden\" style=\"display:none;\">Estimated word count: <span class=\"word-count\">10396<\/span><\/div>\r\n\r\n\t\t\t<\/ol>\r\n\r\n<script type=\"text\/javascript\" src=\"\/wp-content\/themes\/twentyseventeen\/src\/jquery\/components\/filter-guides.js\" async><\/script><\/div>"}},"_links":{"self":[{"href":"https:\/\/my.legal500.com\/guides\/wp-json\/wp\/v2\/comparative_guide\/124218","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/my.legal500.com\/guides\/wp-json\/wp\/v2\/comparative_guide"}],"about":[{"href":"https:\/\/my.legal500.com\/guides\/wp-json\/wp\/v2\/types\/comparative_guide"}],"wp:attachment":[{"href":"https:\/\/my.legal500.com\/guides\/wp-json\/wp\/v2\/media?parent=124218"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}