ITALY Law and Practice Contributed by: Silvia Bordi, Emanuele Bosia, Federico Dettori and Rodrigo Boccioletti, Gianni & Origoni
In light of these trends, Italian start-ups are increasingly required to demonstrate resilience and a clear path to profitability to attract invest - ment, and deal terms are becoming more heav - ily weighted in favour of investors, reflecting the global investment climate’s more conservative stance. 1.3 Key Industries In the past 12 months, the Italian VC market has been primarily driven by industries such as fin - tech, life sciences, AI and sustainability. These sectors have attracted significant investor inter - est, with fintech and AI seeing robust funding due to the increasing demand for digital pay - ments and data-driven solutions. Life sciences, particularly biotech and medtech, also remain strong, with innovation in healthcare technology fuelling investments. The fintech and software sectors have been key drivers. Milan led fintech investments, attracting EUR4.1 billion between 2020 and 2024, consti - tuting 76% of regional capital. A clear distinction can be drawn between indus - tries with higher VC-backed exits and those that experience a greater number of financing rounds. Life sciences and technology sectors, especially those with more mature companies, tend to see more exits, as start-ups often pro - gress to acquisitions or public listings once they achieve scalability. These industries typically have clearer exit strategies once their products reach market maturity. In contrast, sectors like fintech, AI and sustain - ability often see increased financing rounds. Start-ups in these industries tend to require multiple funding stages to scale their opera - tions, refine their offerings, and extend their market reach. The nature of these sectors often
demands ongoing investments before consider - ing exits, as the companies are still in a phase of rapid growth and technological development. Thus, while some industries are geared toward exits after reaching certain milestones, others remain focused on continuous funding to sup - port their expansion and innovation. This trend reflects the different growth stages and invest - ment strategies across sectors in Italy’s evolving VC landscape. In Italy, VC funds are typically structured as closed-end investment funds ( Fondi chiusi ), established and managed by an asset manage - ment company (SGR – Società di Gestione del Risparmio ) authorised by the Bank of Italy and supervised by both the Bank of Italy and CON - SOB. The fund itself is not a legal entity, but a separate pool of assets held by the SGR in the exclusive interest of investors. The legal framework is primarily governed by the Italian Consolidated Law on Finance Legislative Decree No 58/1998 ( Testo Unico della Finanza TUF) and Bank of Italy regulations, which set out rules on fund formation, management and operations. The fund’s governance and invest - ment process are defined in the Fund Rules ( Regolamento del Fondo ), a key corporate docu - ment approved by the SGR and filed with the regulator. The Fund Rules establish the fund’s investment strategy, duration, fees, governance bodies and decision-making processes, includ - ing the role of the Advisory Committee, often composed of representatives of cornerstone investors, which provides non-binding opinions on conflicts of interest and key transactions. 2. Venture Capital Funds 2.1 Fund Structure
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