ITALY Law and Practice Contributed by: Maurizio Marullo, Giorgio Vagnoni, Claudia Marongiu and Pasquale Ambrosio Cepparulo, LAWP Studio Legale e Tributario
Regulatory Developments Law No 21/2024, which introduces measures to enhance capital market competitiveness, includes a provision that allows small and medium-sized S.r.l.s. to issue standardised quotas in book-entry form, vol - untarily adopting the dematerialisation regime. For SMEs choosing to dematerialise their quotas, the obli - gation to maintain a quotaholder register ‒ typically not required for S.r.l.s. ‒ would be reintroduced. 5. Negotiating the Terms 5.1 Preliminary Negotiation Instruments and Practices Establishing a JV requires a structured and multi- stage process. To guide discussions, the co-venturers typically focus on the definition of the following pre - liminary documents: • mutual non-disclosure agreement, protecting the confidentiality of the information shared between the co-venturers during negotiations; • letter of intent, term sheet, head terms or memo- randum of understanding (in most cases non-legal - ly binding), setting forth the essential commercial and legal terms the co-venturers have agreed upon during the preliminary negotiations; and • exclusivity agreement, preventing either co-ven - turers from engaging in parallel negotiations with other potential partners or buyers for a definite period of time, usually aligning with the negotiation timeline (the exclusivity agreement may be includ - ed as a specific clause within one of the primary documents referenced above). Market Standard Provisions At the pre-JV agreement stage, it is common for co- venturers to agree on certain key provisions. These typically include the non-binding nature of early-stage documents, a clear definition of the JV’s structure, scope, and the role of each party, required due dili - gence, necessary regulatory approvals, as well as any bridge financing to support the initial phase of the pro - ject. The parties often agree to a binding mutual exclu - sivity to prevent parallel negotiations with third parties and include confidentiality clauses to protect shared sensitive information. Governing law and jurisdiction
If the ownership structure does not clearly allow the identification of the individual with direct or indirect ownership, the UBO is identified as the individual(s) holding the majority of voting rights at shareholders’ meetings or exercising dominant influence over the company through contractual agreements or other mechanisms. Should all reasonable efforts to identify the UBO prove unsuccessful, the legal representative of the company will be considered the UBO. The Inter Ministerial Decree No 55 of 11 March 2022 provides the establishment of the register of beneficial owners (the “UBO Register”) in Italy. According to this Decree, the information relating to the UBOs shall be communicated to the Companies Register Office of the territorially competent Chamber of Commerce by the legal representative of the company, exclusively online. Currently, such obligation has been suspended while a preliminary ruling is pending before the CJEU on the matter. 4. Legal Developments 4.1 Notable Recent Decisions or Statutory Developments Significant Recent Decisions The Italian Court of Cassation’s recent ruling (Judg - ment No 11964/2025) provides clarification on appli - cable corporate law for cross-border EU companies. In a dispute involving a Luxembourg-based firm with key assets in Italy, the Court overturned an earlier decision that applied Italian law, affirming instead that EU freedom of establishment requires respecting the law of the company’s country of incorporation. The ruling underscores that Italian courts must apply for - eign corporate law and can independently ascertain it. This decision strengthens legal certainty and uniform - ity for cross-border business operations within the EU. Moreover, the local court of Trieste (Decision No 241/2024) ruled that drag-along clauses can be added to company bylaws by simple majority, not unanimity, if: all shares are transferred concurrently; shareholders receive at least statutory fair value; and all sharehold - ers are treated equally.
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