ITALY Law and Practice Contributed by: Maurizio Marullo, Giorgio Vagnoni, Claudia Marongiu and Pasquale Ambrosio Cepparulo, LAWP Studio Legale e Tributario
are also usually specified early on to avoid future dis - putes over applicable law or forum. Moreover, when a corporate JV is established through investment in an existing entity or contribution of busi - nesses or assets of the co-venturers in the JV entity, a full due diligence on the target/assets to be contrib - uted may be carried out before proceeding with the A corporate JV must be registered with the Business Register within 30 days of incorporation, typically on the closing date. Key JV information (name, statute, legal seat, corporate capital, identities of co-ventur - ers and legal representatives) must be submitted and remain publicly available. Registration grants the cor - porate JV legal personality, allowing it to hold rights and obligations. No additional disclosure requirements are applicable to JVs under Italian law, unless filings are specifically burdened under FDI regulations (see 3.3 Sanctions, National Security and Foreign Investment Controls ), antitrust legislation (see 3.4 Competition Law and Antitrust ), listed company regulations (see 3.5 Listed Companies and Market Disclosure Rules ) or required under other sector-specific regulations. signing of the final agreements. 5.2 Disclosure Obligations For listed companies, a detailed preliminary JV agree - ment, even if subject to conditions, is typically consid - ered price-sensitive and requires informing authorities and the market. 5.3 Conditions Precedent, Material Adverse Change and Force Majeure Conditions Precedent In Italy, JV agreements commonly include conditions precedent (CPs) that must be satisfied or waived before closing. These are tailored to the specific JV and may include: • regulatory approvals: mandatory clearances (eg, antitrust or FDI notifications that are generally out - side the parties’ control; • third-party consents: required under bylaws, shareholder agreements, or key contracts with
third parties (eg, lenders or suppliers) in the case of ownership changes; and • contractual conditions: negotiated provisions addressing deal-specific risks, such as success - ful due diligence or absence of a material adverse change (MAC). If a CP is not met, the contract does not become effective and the benefiting party cannot claim dam - ages. Under Italian laws, parties must still act in good faith in the timeframe leading to CP satisfaction, to avoid pre-contractual liability. Material Adverse Change and Force Majeure MAC clauses, increasingly present in Italian JV agree - ments, aimed at allocating the risk of unforeseen events occurring between signing and closing that could significantly harm the commercial viability of the transaction. MAC clauses are typically triggered by adverse changes in the project’s business, financials, or opera - tions and often operate as a condition precedent to the execution of the project. In the current global sce - nario, in cross-border JV agreements, MAC clauses may include reference to specific provisions related to potential negative impact of tariffs, wars/embargos or other force majeure events, which operate not only between signing and closing, but also during the life - time of the JV, to grant partners for flexibility to adjust the terms of the transactions occurring these specific circumstances. To be enforceable, MAC clauses must rely on objec - tive and verifiable criteria, such as financial thresholds or defined triggering events, and avoid vague, discre - tionary language. Italian law (Article 1355 c.c.) consid - ers void any condition precedent solely dependent on one party’s discretion. 5.4 Legal Formation and Capital Requirements The JV agreement constitutes the fundamental legal instrument governing the establishment and operation of the JV.
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