An Introduction To Italian Acquisitions PART B

1. The structure of the acquisition

Under the Italian law the sale of a company may be achieved in two principal ways, either by a sale of the shares/quotas of the company itself, or by a transfer of the whole or part of the business as a going concern. This form of transfer (cessione di azienda) is closely regulated by the provisions of the Civil Code. The term "azienda" is defined by the Civil Code as being all those assets which are organised to carry out that business. What exactly constitutes these assets is still debated. Anyway it is generally accepted that it will include, inter alia, real estate, plants and machinery, stocks, trade receivables and goodwill.

1.1 Transfer of business