Cross-Border M&A: How to Do Deals in Italy

Mauro Sambati, Partner – Gianni & Origoni

Donato Romano, Partner – Gianni & Origoni

Italy remains one of Europe’s most attractive markets for foreign investment. But cross-border deals in Italy are shaped by regulatory scrutiny, strict labor laws, and unique cultural dynamics that many investors underestimate.

In this episode, Mauro Sambati and Donato Romano, Partners at Gianni & Origoni, explain what it truly takes to structure and close successful transactions in Italy.

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What You’ll Learn‍

Why Golden Power must be structured as a condition precedent before closing
How strict Italian labor laws impact asset deals and post-closing restructuring
The differences in negotiation styles between US, UK, Japanese, and Korean buyers
How minority governance protections are typically structured in Italy
The evolution from closing accounts to lockbox pricing mechanisms

Gianni & Origoni is one of Italy's largest and most established independent law firms, with offices across Italy and internationally. The firm advises on complex domestic and cross-border transactions, including M&A, private equity, capital markets, and regulatory matters. It is a leading advisor to foreign investors operating in the Italian market.

Industry

Law Practice

Founded

1988

Website

https://www.gop.it/

Mauro Sambati

Mauro Sambati is a Partner at Gianni & Origoni, where he advises on M&A, private equity, and corporate transactions. He has extensive experience representing international buyers in cross-border deals involving Italian targets, with particular focus on deal structuring, governance frameworks, and negotiation strategy.

Donato Romano

Donato Romano is a Partner at Gianni & Origoni, specializing in corporate M&A. He advises foreign investors on transactions in Italy with a focus on regulatory compliance, Golden Power filings, minority investment structuring, and cross-border negotiation dynamics.