Italy Capital Markets Reform 2026, What M&A and Cross‑border Buyers Need to Know

The capital markets reform in Italy, enacted through Legislative Decree No. 47 of 27 March 2026, represents the most significant overhaul of the country’s securities and takeover framework in over a decade. For acquirers, private equity sponsors and in‑house counsel with active or prospective Italian deal mandates, the reform rewrites core rules on mandatory tender offers, squeeze‑out mechanics, shareholder participation thresholds and SME listing regimes. Complementary measures in the 2026 Budget Law add fiscal incentives and governance obligations that further alter deal economics. This guide provides a practitioner‑oriented playbook, covering regulatory timelines, threshold changes, SPA drafting redlines, cross‑border clearance steps and exit‑path analysis, designed to move your transaction from assessment to execution under the new rules.

Executive Summary, What M&A and Cross‑Border Buyers Must Know

The 2026 capital markets reform in Italy affects virtually every stage of an acquisition involving an Italian listed company or an SME targeting a public listing. Below are the decision flags that deal teams should evaluate immediately.

• Listed target, takeover mechanics changed. The reform modifies mandatory bid triggers and squeeze‑out participation calculations. If you are pursuing a listed target, re‑model your offer economics and timeline against the new thresholds before launching.
• 95 % squeeze‑out path, revised remedies and timing. Acquirers who plan to delist a target must account for updated participation mechanics that change how the 95 % threshold is calculated and what remedies minority shareholders can exercise. Early engagement with CONSOB on offer documentation is now critical.
• Cross‑border buyers, Golden Power and merger control timelines overlap. The reform does not replace Italy’s Golden Power regime, but parallel regulatory changes tighten FDI screening in strategic sectors. Non‑EU buyers should build 60–90 additional days into deal timetables.
• PE sponsors, IPO exit calculus shifts. Lighter listing obligations for qualifying SMEs create new IPO windows, but drag‑along and tag‑along clauses in existing shareholders’ agreements may need redrafting to align with the reformed thresholds.
• SPA drafting, immediate updates required. Completion mechanics, Material Adverse Change definitions, condition precedent clauses and squeeze‑out triggers all require revision to reflect the new statutory framework.

Key takeaway: the reform does not block any category of deal, but it changes the order of operations, the economic break‑points and the regulatory timeline for Italian M&A. Every live or pipeline transaction involving an Italian listed entity should be stress‑tested against the new rules.

What Changed, Statutory Instruments and Timeline of the Capital Markets Reform in Italy

Italy’s capital markets law is anchored in the Testo Unico della Finanza (TUF, Legislative Decree No. 58/1998), supplemented by CONSOB regulations and Borsa Italiana listing rules. The 2026 reform amends the TUF directly through Legislative Decree No. 47/2026, published in the Gazzetta Ufficiale on 27 March 2026 and entering into force on 28 April 2026 (30 days after publication). The 2026 Budget Law (Law No. 207/2025) introduced complementary fiscal and governance measures that took effect on 1 January 2026. Together these instruments create the new operating environment for Italy M&A.

Industry observers expect CONSOB to issue implementing regulations for several delegated provisions, particularly around offer documentation requirements and SME listing criteria, during Q3 2026. Until those regulations are finalised, certain procedural details remain subject to change.

Key Dates and Legislative Citations

Key takeaway: any deal signing after 28 April 2026 is governed by the new rules. Transactions already in CONSOB’s pipeline may benefit from transitional relief, but only if offer documentation was formally submitted before the entry‑into‑force date.

Italy Takeover Rules and Shareholder Thresholds, What Acquirers Need to Plan

The capital markets reform M&A impact is felt most directly in the takeover and squeeze‑out rules. Legislative Decree No. 47/2026 amends the TUF provisions governing mandatory tender offers (Article 106 TUF) and the right to purchase remaining shares (Article 111 TUF), introducing recalibrated thresholds and modernised remedies.

Short answer for PAA: The 2026 reform changes Italy’s takeover rules by adjusting mandatory bid triggers, revising how the 95 % squeeze‑out threshold is calculated based on shares tendered (rather than total share capital alone) and granting minority shareholders enhanced pricing remedies.

New Thresholds and Squeeze‑Out Mechanics

Under the prior framework, a mandatory tender offer was triggered when a buyer (alone or acting in concert) acquired more than 30 % of voting shares in a listed company. The squeeze‑out right arose when the bidder held at least 95 % of total share capital following a tender offer. The 2026 reform preserves the 30 % headline trigger but introduces important calibrations.

Deal implication: acquirers pursuing a delisting must now model the squeeze‑out using the revised denominator (excluding treasury shares). In many cases, this will make the 95 % threshold arithmetically easier to reach, but the enhanced price floor and extended sell‑out window increase the cost of mopping up residual minorities.

Disclosure and Market Abuse Considerations for Bidders

The reform tightens the disclosure timeline for persons building a stake toward the 30 % trigger. CONSOB now requires notification within two trading days (reduced from three) when a buyer crosses 10 %, 20 % or 25 % of voting rights. Separately, the reform imports explicit safe‑harbour language aligning Italy’s pre‑offer contact rules more closely with the EU Market Abuse Regulation (MAR), clarifying when wall‑crossing and market‑sounding activities are permissible.

Bidders should update their compliance programmes to reflect the shortened notification windows and ensure that any due diligence wall‑crossing protocols reference the new TUF provisions alongside MAR.

Cross‑Border M&A Italy: Process, Regulatory Clearance and Timing

For non‑Italian acquirers, the capital markets reform in Italy layers onto an already complex regulatory clearance landscape. Three parallel tracks now require careful sequencing: securities regulation (CONSOB), competition clearance (AGCM, the Italian Competition Authority) and foreign investment screening (Golden Power).

Golden Power and Foreign Investment Screening

Italy’s Golden Power regime (originally enacted under Decree‑Law No. 21/2012 and expanded significantly in 2019–2020) gives the government authority to block, impose conditions on or unwind acquisitions in strategic sectors, including defence, energy, telecommunications, transport, health, agri‑food and, since 2020, financial infrastructure. The 2026 reform does not formally amend the Golden Power statute, but parallel regulatory measures adopted in early 2026 extend screening obligations to AI‑related technologies and advanced semiconductor supply chains.

Practical step: non‑EU buyers (and EU buyers acquiring targets in designated strategic sectors) must file a Golden Power notification with the Presidency of the Council of Ministers within 10 days of signing (or, in the case of a tender offer, before launch). The government has 45 days to assess, extendable by an additional 20 days. Early indications suggest that review timelines have been lengthening, and deal teams should budget 60–90 calendar days for the full Golden Power clearance process.

Merger Control Filing Triggers and Timelines

Italian merger control thresholds require notification to AGCM when the combined aggregate turnover in Italy of all undertakings exceeds €567 million and the Italian turnover of the target alone exceeds €35 million (thresholds as updated for 2026). Phase I review takes 30 days; Phase II, if opened, extends to a further 45 days. Filing is mandatory before completion, and gun‑jumping penalties apply.

Key takeaway: cross‑border M&A in Italy now demands a regulatory sequencing plan at term‑sheet stage. Failing to account for overlapping Golden Power, AGCM and CONSOB timelines is the single most common cause of deal delay in Italian transactions.

SPA, Governance and Exit Drafting Playbook, Redlines and Model Language

The practical effect of the capital markets reform on M&A documentation is immediate. Deal lawyers should review and, where necessary, redline the following provisions in any SPA, shareholders’ agreement or investment agreement involving an Italian listed target or a company contemplating a listing.

Completion mechanics. If the deal is structured as a tender offer followed by squeeze‑out, the SPA must now reflect the revised 95 % calculation methodology (excluding treasury shares from the denominator). Any completion condition referencing the squeeze‑out threshold should be updated to mirror the language of Article 111 TUF as amended.

Material Adverse Change (MAC) definitions. The reform itself may constitute a “regulatory change” under broadly drafted MAC clauses. Sellers will argue that the reform was foreseeable (published in March 2026); buyers should carve out any change in law that “materially affects the economic terms or regulatory clearance timeline of the transaction” from the MAC exclusion list.

Condition precedent, regulatory approvals. Conditions should now expressly reference Golden Power clearance alongside AGCM and CONSOB approvals, with a long‑stop date that accommodates the longest possible regulatory timeline (typically 9–12 months for a complex cross‑border deal).

Warranties on corporate governance in Italy. The reform’s new transparency requirements for loyalty shares, voting caps and dual‑class structures mean that buyers should insist on detailed governance warranties, confirming the target’s compliance with the new CONSOB disclosure rules and the absence of any undisclosed shareholder arrangements.

Model Clauses, Three Key Redlines

1. Squeeze‑out trigger clause (redline):

“The Buyer shall have the right to initiate squeeze‑out proceedings under Article 111 of the TUF (as amended by Legislative Decree No. 47/2026) if, following the settlement of the Offer, the Buyer holds (directly or indirectly) shares representing not less than 95 % of the Voting Shares, calculated by excluding treasury shares held by the Target from the denominator, in accordance with the methodology prescribed by CONSOB implementing regulations.”

Drafting note: the explicit reference to the exclusion of treasury shares from the denominator aligns the clause with the reformed Article 111 and avoids ambiguity if CONSOB’s implementing regulations introduce additional calculation adjustments.

2. Regulatory approval condition precedent (redline):

“Completion shall be conditional upon the Buyer having received: (a) clearance from CONSOB in respect of the Offer Document; (b) confirmation from the Presidency of the Council of Ministers that the Golden Power review has been completed without the imposition of conditions materially adverse to the Buyer; and (c) unconditional clearance from AGCM (or expiry of the applicable review period without objection). The Long‑Stop Date shall be [twelve months] from the date of this Agreement.”

Drafting note: explicitly listing three regulatory streams, CONSOB, Golden Power and AGCM, prevents disputes over whether one approval subsumes another. The 12‑month long‑stop date accommodates worst‑case sequential reviews.

3. Drag‑along clause tailored to new thresholds (redline):

“If, following a bona fide offer by a Third Party Buyer to acquire all of the Shares, the Majority Shareholders holding in aggregate not less than [70] % of the Voting Shares (calculated in accordance with the methodology set forth in Article 106 of the TUF as amended) elect to accept such offer, each Minority Shareholder shall be obligated to transfer its Shares to the Third Party Buyer on the same terms and at a price per share not less than the higher of (i) the offer price and (ii) the 6‑month VWAP as prescribed by Article 111 of the TUF.”

Drafting note: the drag‑along price floor references the enhanced minority sell‑out pricing remedy introduced by the reform, protecting minority shareholders and reducing the risk of challenge.

Private Equity Exits Italy, Alternatives Under the Reform

The capital markets reform opens and narrows different exit paths for private equity exits in Italy. Sponsors should reassess their portfolio company exit strategies against three scenarios.

IPO exit. The lighter listing regime for qualifying SMEs (those with a market capitalisation expected to remain below the threshold set by CONSOB implementing regulations) reduces the cost and documentation burden of an initial public offering on Euronext Growth Milan. The Budget Law 2026 fiscal incentives, including enhanced tax credits for listing costs, make this route more attractive for mid‑market portfolio companies. Early indications suggest that the combined effect could reduce all‑in IPO costs for qualifying SMEs.

Trade sale. The narrowed creeping‑acquisition window (3 % instead of 5 %) means strategic buyers are more likely to move directly to a full tender offer rather than building a stake gradually. For PE sellers, this increases the probability of receiving a clean offer for 100 % of shares but may also reduce competitive tension from partial bidders.

Secondary buyout. The reformed squeeze‑out mechanics can benefit financial sponsors acquiring a listed platform: the revised denominator calculation (excluding treasury shares) may make it easier to reach the 95 % threshold and proceed to delisting, simplifying post‑acquisition governance.

Exit Checklist for PE Funds

• Review shareholders’ agreement. Confirm that drag‑along and tag‑along thresholds align with the reformed TUF provisions.
• Model squeeze‑out arithmetic. Recalculate 95 % threshold using the new denominator methodology.
• Assess SME listing eligibility. Determine whether the portfolio company qualifies for the lighter regime and Budget Law tax credits.
• Update data room. Ensure corporate governance disclosures comply with new CONSOB transparency rules before marketing the asset.
• Engage CONSOB early. For IPO exits, pre‑submission meetings with CONSOB can identify documentation issues before formal filing.
• Map regulatory timeline. For trade‑sale exits to non‑EU buyers, build Golden Power review into the exit timeline and SPA long‑stop date.

Practical M&A Checklist and Deal Decision Tree

Use the following 10‑point checklist to assess whether and how to proceed with an Italian acquisition under the reformed framework.

1. Identify target status. Is the target listed on Euronext Milan, Euronext Growth Milan, or private? Listed targets trigger the full TUF mandatory bid and squeeze‑out regime.
2. Map shareholding structure. Identify existing blocks, concert parties, loyalty shares and voting caps, all now subject to enhanced CONSOB disclosure.
3. Model the 30 % trigger. Include derivatives and call options in the calculation per the reformed Article 106 TUF.
4. Run squeeze‑out arithmetic. Calculate the 95 % threshold excluding treasury shares from the denominator.
5. Assess Golden Power exposure. Determine whether the target operates in a designated strategic sector (now including AI and semiconductors).
6. Check AGCM filing thresholds. Confirm whether combined and target turnover in Italy exceeds the notifiable levels.
7. Prepare regulatory timeline. Sequence CONSOB, Golden Power and AGCM filings; set a long‑stop date that covers the longest path.
8. Redline SPA and governance documents. Update completion conditions, MAC clauses, squeeze‑out trigger language and drag‑along provisions.
9. Update minority shareholder engagement plan. Account for the enhanced sell‑out remedy (90 business days, VWAP price floor).
10. Confirm CONSOB transitional relief. If the offer was launched before 28 April 2026, verify eligibility for transitional treatment.

Decision tree summary: If the target is listed → check mandatory bid trigger (step 3) → if crossing 30 %, launch full tender offer → model squeeze‑out (step 4) → if 95 % achievable, proceed to delisting. If the target is in a strategic sector → file Golden Power (step 5) before or concurrently with CONSOB. If the target is an SME considering listing → evaluate lighter regime eligibility (IPO exit path).

Comparison Table, Quick Reference for the Capital Markets Reform in Italy

Conclusion and Practical Next Steps

The capital markets reform in Italy enacted through Legislative Decree No. 47/2026 is not a future risk, it is the operating environment for every Italian M&A transaction signed after 28 April 2026. The changes to takeover triggers, squeeze‑out arithmetic, shareholder remedies and SME listing rules demand immediate attention from deal teams, whether they are structuring a new acquisition, negotiating exit terms or updating existing shareholders’ agreements.

Practitioners working on live transactions should use the checklist and model clauses above as a starting framework, adapting them to the specific facts of each deal. Certain procedural details remain subject to CONSOB implementing regulations expected in Q3 2026, and deal documentation should include appropriate carve‑outs for pending rules. For bespoke guidance on how the reform affects your specific transaction, find an Italy business lawyer through the Global Law Experts directory.

Sources

1. Ministero dell’Economia e delle Finanze (MEF), An Overview of Reforms
2. CONSOB, Italian Securities Regulator
3. The Italian Lawyer, Italian Capital Markets Reform 2026: 5 Key Changes
4. White & Case LLP, Italy’s Capital Markets Reform Takes Shape
5. Oxford Law Blogs, Italy’s Capital Markets Reform Puts Investor Protection at Risk
6. Chambers Practice Guides, Corporate M&A 2026: Italy
7. ICLG, Merger Control Laws and Regulations: Italy