Our partner Paolo Lazzarino contributed to the chapter “IP: Asset and Share Purchases (Italy)” published by Practical Law, a leading international resource for legal professionals and businesses.
A Practice Note addressing the key legal issues to consider in relation to IP when entering into an asset or share purchase agreement governed by Italian law.
This Note forms part of a global suite of country-specific resources helping private practice and inhouse lawyers and attorneys navigate different jurisdictional frameworks for the transfer of IP rights as part of an asset or share purchase transaction.
Overview of Asset and Share Purchase Transactions in Italy
Corporate transactions are commonly structured as either asset or share purchases in Italy. There is no publicly available data on the most common structure, but in practice the share deal is the predominant choice.
In a share purchase transaction, the purchaser acquires the shares or equity interests of the target company, depending on whether it is a joint-stock company (S.p.A.) or a limited liability company (S.r.l.). The parties formalise a share deal through a notarial deed of transfer, or by endorsing share certificates, which are then notarised and recorded in the shareholders' ledger.
In an asset purchase transaction, the purchaser buys a business or a business branch, provided that the assets are organised as a business under Article 2555 of the Civil Code (Codice civile) (meaning a collection of assets that the business owner has brought together to carry out business operations). Both parties execute a notarial deed of transfer identifying the business.
