ITALY Law and Practice Contributed by: Roberto Bonsignore, Paolo Rainelli, Gerolamo da Passano and Nicole Puppieni, Cleary Gottlieb Steen & Hamilton LLP
• if delaying disclosure is not likely to mislead the public; and • if the target can ensure and maintain confidentiality (ie, no leaks). The above rules on the disclosure of inside informa - tion in the context of a protracted process and on the conditions to possibly delay disclosure will change significantly as of 6 June 2026, when the relevant amendments to the EU’s Market Abuse Regulation introduced by the EU’s Listing Act will come into force. In summary, these amendments provide that the dis - closure obligation will no longer apply to the interme - diate steps (eg, mere intentions or ongoing negotia - tions), but only to the final event or final circumstances (eg, the decision to enter into the transaction), pro - vided that the issuer can ensure the confidentiality of the process. Furthermore, with respect to the condi - tions for a possible delay of the disclosure of inside information, the amendments replace the generic reference to the absence of a misleading effect on the public with a requirement that the disclosure must not contradict the latest information disclosed to the public, or any other type of communication by the issuer related to the same situation to which the inside information relates. 5.2 Market Practice on Timing Listed targets frequently opt to postpone the disclo - sure of inside information regarding potential M&A transactions until the execution of binding agree - ments or the first public announcement by the bid - der, as long as the conditions for deferral outlined in 5.1 Requirement to Disclose a Deal remain satisfied, including ensuring confidentiality. This trend is likely to strengthen after the amendments to the EU Market Abuse Regulation introduced by the EU Listing Act come into force in June 2026, removing the obliga - tion to disclose intermediate steps in protracted pro - cesses and allowing issuers to limit disclosure to the final event or circumstance. 5.3 Scope of Due Diligence In the context of negotiated business combinations involving Italian listed companies, due diligence is typically limited compared to private transactions, for several reasons. Firstly, a substantial amount of public information is already available on listed targets. Sec -
ondly, conducting a broader and more extensive due diligence increases the risk of leaks. Therefore, due diligence is usually limited to a “confirmatory” exercise focusing on a short list of selected relevant items. This is carried out through access to a restricted data room and one or more Q&A sessions or presentations with Before engaging in discussions or negotiations with a potential bidder, the main shareholder(s) or the board of the target company typically demand that the bid - der agrees to standstill obligations concerning the tar - get shares. These obligations are intended to prevent the bidder from making a hostile bid or engaging in share-building activities. the target’s senior management. 5.4 Standstills or Exclusivity Conversely, bidders often seek exclusivity undertak - ings from the major shareholder(s) with whom they are negotiating. Exclusivity or no-shop undertakings by the target itself are less common, primarily due to legal constraints on the target’s board. 5.5 Definitive Agreements Most Italian listed companies have one or more con - trolling shareholders. Therefore, bidders typically negotiate the acquisition directly with these controlling shareholders rather than with the target board before launching a bid. If negotiations prove successful, the bidder and the controlling shareholder(s) usually enter into: • a sale and purchase agreement for the controlling stake held by the controlling shareholder(s), in the case of a two-step transaction (private acquisi - tion followed by a mandatory tender offer for the remaining target shares); or • undertakings by the selling shareholders to tender their shares in the case of a one-step transaction (voluntary tender offer for all of the target shares). Such agreements typically lack a detailed descrip - tion of the terms and conditions of the tender offer, unless the transaction involves a rollover by the main shareholders of the target. In such cases, the co- investment/framework agreement between the bidder and the rollover investors is also likely to govern the
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