ITALY Law and Practice Contributed by: Maurizio Marullo, Giorgio Vagnoni, Claudia Marongiu and Pasquale Ambrosio Cepparulo, LAWP Studio Legale e Tributario
LAWP Studio Legale e Tributario Corso Monforte 16 Milano Via Leoncino 26 Verona Italy
Tel: +39 02 86 99 55 64 Email: marullo@lawp.it Web: www.lawp.it
1. Market Conditions 1.1 Geopolitical and Economic Factors In 2025, JV activity in the Italian market and involving Italian entities has been shaped by geopolitical ten - sions and macroeconomic shifts. Conflicts in Ukraine and the Middle East favoured partners and markets from stable jurisdictions. Domestically, Italy’s inflation is stabilising (forecast 1.8% for 2025), and the European Central Bank’s (ECB’s) monetary easing lowers financing costs, sup - porting JV investment. However, current geopolitical risks and uncertainties over US tariffs led the ECB to pause further rate cuts in 2025. US tariffs could impact export-focused JVs (eg, agri - culture, pharmaceuticals, manufacturing), driving companies to diversify trade via new cross-border JVs. Looking ahead to late 2025 and 2026, JV activity is expected to grow, particularly in sectors aligned with national priorities like the NRRP and “Made in Italy” initiative (eg, green energy, digital transformation, sup - ply chain resilience). Private equity’s “buy-and-build” strategies will con - tinue to drive the consolidation of fragmented Ital - ian SMEs through JVs. Given the current context of cross-border uncertainties, JV transactions are often seen as a softer way to approach a market and/or an industrial/commercial partner, helping investors to reduce risks and better understand the evolution of market dynamics, and potentially pave the way for
subsequent rounds of acquisitions, especially for enti - ties backed by PE investors. 1.2 Industry Trends and Emerging Technologies Recent Italian JVs have focused on industrial manu - facturing (including defence), the service industry (especially those supporting large multinational con - glomerates) healthcare, and technology. These activi - ties are driven by the NRRP and new EU/Italian regula - tions (eg, the EU AI Act), which are rapidly evolving. Specifically, the EU AI Act (Regulation (EU) 2024/1689) adopts a risk-based approach, impacting compliance and liability. New liability regimes (revised Product Lia - bility Directive, proposed AI Liability Directive) expand liability for AI system damages. This development requires dynamic JV agreements to allocate respon - sibility for ongoing liability and cybersecurity risks in line with NIS 2 Directive requirements. As a result, due diligence must place a specific emphasis on liability, data governance, and IP ownership. Data sharing, localisation, and GDPR compliance are crucial, necessitating legally binding data sharing agreements (DSAs). Italian FDI law (Golden Power) grants the government special powers in strategic sectors, eg, 5G, (see 3.3. Sanctions, National Secu- rity and Foreign Investment Controls ). This, together with the expanding impact of export control regula - tions, makes JVs with foreign partners geopolitically sensitive and highlights the need for explicit attention on data residency and supply chain sourcing.
34 CHAMBERS.COM
Powered by FlippingBook