ITALY Law and Practice Contributed by: David A Röttgen, Andrea Farì, Francesco Fonderico and Ermanno Fonderico, Ambientalex Studio Legale
National Commission for Companies and the Stock Exchange ( Commissione nazionale per le società e la borsa , or CONSOB) and the Italian Antitrust Authority ( Autorità garante della concorrenza e del mercato , or AGCM). Furthermore, the National Institute for the Supervision of Insurance ( Istituto per la vigilanza sulle assicurazi- oni , or IVASS) issued Regulation No 38/2018 on the system of governance of insurance undertakings and groups, which sets forth important obligations. In implementation of EU Directive 2025/794 (“Stop the Clock”), Law Decree Law No 95/2025 extended the terms set by Article 17 of Legislative Decree No 125/2024. The exercise of environmental due diligence has become commonplace in Italy (beginning in or before the late 1990s) and is currently widely accepted and conducted. The extent of the due diligence to be car- ried out by technicians, as well as by lawyers, depends not only on the nature of the asset being sold but also on the type of transaction. In environmental matters, it is highly recommended to set aside enough time and financial means for the due diligence exercise. In order to provide proper safeguards, the due diligence should not be limited to documentary aspects, but should also involve on-site visits and access to pub- licly existing information (data access). 17.2 Disclosure of Environmental Information In general, disclosing all environmental information to a purchaser is not required by specific statutory provisions (under public law). However, depend- ing on the nature of the asset being sold, failure to notify of situations that do not meet environmental 17. Transactions 17.1 Environmental Due Diligence
standards may give rise to pre-contractual and con- tractual liability under the general principle of good faith (under civil law). Disclosure obligations towards a purchaser should be evaluated on a case-by-case basis, depending on the concrete circumstances (eg, the agreements signed between the parties and the type of environmental information) in order to minimise the risk of subsequent claims for damages. 17.3 Key Issues in Environmental Due Diligence In Italy, most environmental obligations are based on EU law (as transposed into Italian legislation) and consequently environmental due diligence in Italy is widely aligned with due diligence exercises carried out in other European countries. This is also because due diligence is often carried out by consultants act- ing at the international level and using standard forms. However, in practice the extent of environmental due diligence may vary based on the environmental and economic understanding of the parties involved. The key issues depend on whether an asset or a share deal is carried out. In the case of asset deals, the extent of the due dili- gence depends on the type of asset and the activity carried out therein, presently, in the past as well as with a view to the future. In the case of real estate deals, compliance regards all environmentally relevant assets to be part of the real estate (eg, storage tanks, asbestos, combustion units, waste units, etc). A key issue is always compliance with Italian brownfields legislation. In the case of activities subject to environmental per- mits, another key issue is a detailed analysis of permit compliance and the carrying-out of site visits. In the case of share deals, due diligence is far more com- plex, aimed at identifying (as a key issue) the potential existence of environmental liabilities arising from the past.
256 CHAMBERS.COM
Powered by FlippingBook