ITALY Law and Practice Contributed by: Paolo Balboni, Luca Bolognini, Giulio Monga and Carmine Antonio Perri, ICT Legal Consulting
8. Recent Legal Developments 8.1 Significant Court Decisions or Legal Developments Over the past three years, technology M&A in Italy has evolved within a rapidly changing regulatory and enforcement landscape, shaped by both national reforms and EU digital legislation. At the national level, the Golden Power regime con- tinues to play a central role in screening acquisitions involving strategic digital assets, including 5G tech- nologies. On 8 October 2025, the Italian government approved a draft reform of the TUF (see 6.1 Stakebuilding ), which is expected to reshape Italian financial markets legislation. A definitive legislative decree is expected to be issued in the coming months. At the European level, the framework is developing as a result of some legislative instruments on new tech- nologies, including: • the Directive EU 2022/2555 (“NIS2 Directive”), implemented in Italy through Legislative Decree No 238/2024; • the Regulation EU 2023/2854 (“Data Act”), applica- ble from 12 September 2025; and • the Regulation EU 2024/1689 (“AI Act”), comple- mented in Italy by Law No 132/2025. The scope and focus of due diligence in Italian tech- nology M&A have evolved significantly in recent years, reflecting the increasing regulatory complexity and the shift towards data- and software-driven business models. Accordingly, due diligence in the technology sector now places growing emphasis on: • intellectual property (eg, ownership and protec- tion of software, source code, patents and trade marks); • data protection, in particular with regard to the Regulation EU 2016/679 (the “GDPR”), Legislative 9. Due Diligence/Data Privacy 9.1 Due Diligence Process
• the individual turnover in Italy of at least two parties exceeds EUR35 million each (2025 thresholds). If these thresholds are met, the transaction is sus- pensory and cannot be completed before clearance. The mentioned thresholds are revised annually by the AGCM in line with the GDP price deflator published by the Italian National Institute of Statistics ( Istituto nazionale di statistica or ISTAT), so as to preserve their real economic value. 7.6 Labour Law Regulations M&A transactions involving a transfer of business or business unit with more than 15 employees are sub- ject to mandatory information and consultation obliga- tions under Article 47 of Law No 428/1990. The transferor and transferee must inform and consult the trade unions representing affected employees at least 25 days before completion of the transaction. A consultation procedure may take place within ten days of notification, but the unions’ opinion is not binding. Failure to comply with these obligations may constitute anti-union conduct ( condotta antisinda- cale ) under Article 28 of the Workers’ Statute (Law No 300/1970), allowing trade unions to seek a court injunction ordering the employer to cease and remedy the violation. Under Article 2112 of the Italian Civil Code, all employ- ment contracts automatically transfer to the buyer, with joint liability between the transferor and trans- feree for pre-transfer obligations. Individual employee consent is not required. 7.7 Currency Control/Central Bank Approval Italy has no currency controls for M&A and no central bank approval is generally required for share acqui- sitions. Sectoral exceptions may apply in regulated finance. Anti-money laundering legislation applies.
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