Italy Update: Cross-Border Mergers: Projects will Need to be More Detailed

Legislative Decree no. 2 of 2023 March 19

With the entry into force of Legislative Decree no. 2 of 2023 March 19, Legislative Decree no. 108/2008 (containing the legislation on cross-border mergers) was repealed and, at the same time, a series of important innovations were introduced, including those relating to the common cross-border merger project, in which the following must be indicated:

data on the cash settlement of shares, offered to shareholders in the event of withdrawal (i.e. for shareholders who voted against the merger plan);
whether the merged Italian company has received public benefits or has incurred revocation or forfeiture proceedings relating to the provision of public benefits.
The new legislation pays particular attention to the fact that the merger operation does not affect the claims of the State or other public administrations and, on the other, does not result in the relocation of an activity that has benefited from support measures, especially if it is linked to the territory.

The new rules apply to cross-border merger operations for which, as of 3 July 2023, none of the merging companies has yet ‘published’ the common draft terms of cross-border merger.

By Quorum, Italy, a Transatlantic Law International Affiliated Firm.

For further information or for any assistance please contact italy@transatlanticlaw.com

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