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  • Italian merger control thresholds update

    Yesterday, the Italian Competition Authority updated its merger control turnover thresholds. Effective today, 23 March 2020, Section 16(1) of Law no. 287 of 10 October 1990 requires prior notification of all mergers and acquisitions where both the following conditions are fulfilled...

  • 2020 annual shareholders' meeting of Italian listed companies

    As the season for shareholders' annual general meetings is fast approaching, we are sharing with our clients and friends some suggestions that we believe provide strategic flexibility and reflect best practices in corporate governance. In this newsletter, we discuss the following topics: - Social responsibility and the adoption of a new Italian Corporate Governance Code;

  • Italy increases gender quotas in corporate boards of listed companies

    Listed companies that renew their corporate bodies starting from 2020 will have to increase from 1/3rd to at least 2/5th the quota of members of the board of directors and of effective members of their board of statutory auditors, elected from the less represented gender. Moreover, by-laws may need to be amended.

  • Foreign direct investment reviews 2019: A global perspective: Italy

    Deals are generally not blocked by the Italian government. However, in connection with the clearance process, conditions may be imposed that can have a significant impact on the investment. The Italian government, which is led by the President of the Chamber of Ministries, together with any relevant ministry (such as the Defense Ministry, the Ministry of Transport, the Ministry of...

  • GDPR Guide to National Implementation: Italy - A practical guide to national GDPR compliance requirements across the EEA

    Q1/ Applicable legislation - (a) Have the requirements of the GDPR been addressed by introducing a new law, or by updating existing legislation? Old legislation has been updated....

  • How the 2019 Arbitration Rules of the Milan Chamber of Commerce May Impact Italian M&A Disputes

    The Italian M&A market experienced positive growth in both domestic and cross-border transactions over recent years, with the number and value of deals steadily increasing, especially since 2017. While neither sellers nor buyers intend for M&A deals to end in dispute, the reality is transactions offer many reasons for conflicts: shareholders disagree on investments or divestments, the...

  • Italian Competition Authority takes on digital players

    Setting the scene - The Italian Competition Authority ("ICA"), recently published a set of Guidelines and Policy recommendations relating to the Digital Sector ("Guidelines"), focusing on antitrust, privacy regulation and consumer protection, the development of the digital economy, and, more broadly, on big data. The publication of the Guidelines forms part of the...

  • A Myth Debunked: Class Actions Truly are a Threat to Global Businesses

    New Rules Governing Expanded Class Action Lawsuits in Italy to Take Effect on April 19, 2020 - The old thinking that class actions are only a threat in the US is history. The latest European example is Italy, where on April 3, 2019, the Italian Parliament enacted legislation amending the laws governing class action lawsuits. The new Italian class action system will go into effect on...

  • 2019 Hot Corporate Governance Topics - 2019 shareholders' annual meeting of Italian listed companies

    The season for shareholders' annual general meetings is fast approaching, and we would like to take this opportunity to provide our clients and friends with some suggestions that we believe provide strategic flexibility and reflect best practices in corporate governance.

  • Italy Readies Measures for a No-Deal Brexit

    On January 24, 2019 the Italian Ministry of Economy and Finance ("MEF") published a press release announcing that the Italian government has readied a set of measures necessary to ensure full continuity for financial markets should the United Kingdom leave the European Union without a deal.

  • National security reviews 2018: Italy

    Deals are generally not blocked by the Italian government. However, in connection with the clearance process, conditions may be imposed that can have a significant impact on the investment - The Italian government, which is led by the President of the Chamber of Ministries, together with any relevant ministry (such as the Defense Ministry, the Ministry of Transport, the Ministry of...

  • 2018 Global Employee Equity at a glance: Italy

    Welcome to the Italy page of our Global Employee Equity at a glance series. Stock Option Plans: Employment - Labor Concerns - There is a risk of employees claiming that they are entitled to compensation for loss of rights under the Plan where the Plan is amended or discontinued or where their employment is terminated.

  • New rules for financial leasing in Italy

    New rules establish a legal framework for financial leasing agreements in Italy.   Before the new rules, financial leasing agreements lacked a dedicated legal regime in Italy. Instead, Italian courts applied - at times inconsistently – principles developed for other types of commercial transactions (e.g., a sale with retention of title). This resulted in uncertainty among the parties...

  • National security reviews 2017: A global perspective — Italy

    Deals are generally not blocked by the Italian Government. However, in connection with the clearance process, conditions may be imposed that can have a significant impact on the investment...

  • Financial Regulatory Observer - September 2017: How state aid survived the Italian banking crisis

    There is much to admire in the EU's handling of the Italian banking crisis, but in allowing two lenders to escape BRRD rules, it has raised questions on the consistency of the EU state aid and resolution framework.

  • Ten (plus one) things to consider when you do a leveraged finance deal in Italy

    European Leveraged Finance Alert Series: Issue 6 - Legislative changes in Italy (starting from 2012) facilitated leveraged transactions facilitating security in both bank and bond financings and aligning bond and bank finance options. These changes have catalyzed creditors’ appetite for Italian leveraged finance transactions and helped fuel a resurgence in M&A activity in Italy....

  • Global Employee Equity at a glance: Italy

    Stock Option Plans: Employment - Labor Concerns - There is a risk of employees claiming that they are entitled to compensation for loss of rights under the Plan where the Plan is amended or discontinued or where their employment is terminated.

  • The Italian State Steps In: Government Guarantees and Precautionary Recapitalizations of Italian Banks

    The Italian government has taken important steps to stabilize troubled Italian banks by approving Law Decree No. 237/2016 (the "Law Decree"). The Law Decree authorizes the Italian government to support Italian banks through: - the issue of a State guarantee over new liabilities in the form of debt securities and emergency liquidity assistance (&q

  • Countries at a Glance: Italy - Employee Stock Purchase Plans

    EMPLOYEE STOCK PURCHASE PLANS - EMPLOYEE STOCK PURCHASE PLANS: EMPLOYMENT - Labor Concerns - It is becoming more common for employees to claim they have entitlements under Plans. The risk of employee claims for additional benefits under a Plan can be reduced by having the employee agree to standard waiver and consent provisions. &#

  • Italian banks: Thoughts on recapitalisation and sharing the burden

    Recapitalisation is in the air. Falling investor confidence has contributed to a sharp decline in Italian banks' share values, in particular since the UK's 'Brexit' vote to leave the European Union. Total gross non-performing loans ("NPLs") in Italy have increased by approximately 160 per cent. since 2009 and now amount to approximately €360 billion – a fifth of Italy's GDP. Reports...

  • Steps taken to backstop the Italian Banking System: Atlas fund, NPL state guarantee and insolvency reforms

    On 11 April 2016, the Italian government announced the launch of the Atlante ("Atlas") fund, a private fund which will acquire shares in Italian banks and purchase non-performing loans ("NPLs"). On 15 April 2016, Law Decree No. 18/2016 (the "Decree") came into force which implements a state guarantee scheme to facilitate the securitization and...

  • Important changes to listed companies' and shareholders' disclosure requirements

    A new law modifies the existing disclosure requirements applicable to companies trading on an Italian regulated market and companies trading on other EU markets that have elected Italy as a home Member State ("Listed Companies"). The key provisions of this new law are summarized below.

  • Maggiorazione del diritto di voto e azioni a voto plurimo: un primo bilancio

    La maggiorazione del diritto di voto e le azioni a voto plurimo sono state introdotte nel 2014 dal Decreto Competitività. La normativa ha superato il principio one share-one vote e reso possibili strumenti flessibili che consentono agli azionisti di maggioranza di collocare sul mercato un maggior numero di azioni, incrementando in tal modo la liquidità del titolo, pur mantenendo il controllo dell’

  • New Italian rules to permit direct lending by alternative investment funds to Italian companies

    On February 14, 2016, the Italian Government approved Law Decree No. 18/2016 (the “Decree”) which sets out, inter alia, the direct lending regime by EU alternative investment funds (“AIFs”) to Italian borrowers. The long-awaited Decree entered into force on February 16, 2016 and must be converted into law by the Italian Parliament within 60 days. Please see full alert below...

  • New measures to incentivize NPL market in Italy

    On February 10, the Italian Government announced the approval of new measures to address the recent market volatility caused by the banking sector. The newly approved measures introduce, amongst other things, (i) a State guarantee scheme to assist Italian banks in securitising non-performing loans, (ii) a more favourable tax regime governing the disposal of real estate assets in court procedures...

  • Italy implements the Bank Recovery and Resolution Directive

    On January 1, 2016, two Italian legislative decrees that implement the Bank Recovery and Resolution Directive No. 2014/59/EU ("BRRD") in Italy came into force in full. Executive Summary - The Bank Recovery and Resolution Directive No. 2014/59/EU ("BRRD") establishes a common framework for the recovery and resolution of banks and large...

  • M&A Attractiveness Index, EMEA – Italy

    According to the M&A Attractiveness Index, developed by the M&A Research Centre at Cass Business School, Italy is now ranked 23rd out of a total of 147 countries in terms of its attractiveness for M&A purposes (i.e., its ability to attract and sustain business activity). The six-year trend data track Italy as achieving its best rank to date of 23rd most attractive

  • New Italian rules require filing with the Bank of Italy when issuing and offering financial instruments

    The new Bank of Italy rules will apply from October 1, 2016. The Bank of Italy has implemented the provisions of article 129 of Legislative Decree no. 385 of 1 September 1993 (the Consolidated Banking Act or CBA) (the Rules) which require a filing with the Bank of Italy (solely for statistical purposes) when Italian entities issue, offer or place financial instruments in...

  • Proposed new rules to facilitate debt restructuring of Italian companies

    On June 27, 2015, the Italian government approved Law Decree No. 83/2015 (the “Decree”) with the aim of further improving the competitiveness of Italian bankruptcy legislation and facilitating debt restructuring of Italian companies. The Decree entered into force on June 27, 2015 and needs to be converted into law by the Italian Parliament within 60 days of such date. 

  • Important changes to Italian mandatory tender offer Rules

    The Decreto Competitività (as converted into Law with amendments, the “Decree”), published on August 20, 2014, in the Italian Official Gazette (Gazzetta Ufficiale della Repubblica Italiana), has made some important changes to the Italian mandatory tender offer rules. The key changes introduced by the Decree in this area relate to the thresholds at which mandatory tender...

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