Joining ADVANT Nctm alongside Fantacchiotti are Anna Gagliardi, counsel, and Pietro Pozzati, managing associate, professionals with expertise in domestic and cross-border M&A and private equity who have already worked side by side with him on recent transactions. This cohesive, immediately operational addition structurally strengthens the firm’s ability to assist leading clients in the most complex transactions.

The arrival of Fantacchiotti and his team further consolidates and strengthens a practice that now includes more than 40 of the most influential professionals in the legal landscape and which, in terms of size, quality and track record, ranks among the leading firms in the Italian market. 

The group includes some of the professionals most highly recognised also by the leading international legal directories, confirming the firm’s position as one the most prominent advisors in national private equity, M&A and alternative investments. 

Fantacchiotti’s arrival is a significant indication of the firm’s direction and forms part of ADVANT Nctm’s long-term growth strategy: to strengthen its capabilities and reputation on the international stage, consolidate its leadership in private equity, and further establish itself as a trusted adviser to leading Italian and international financial operators.

“Giorgio Fantacchiotti’s arrival marks a significant milestone for ADVANT Nctm. Giorgio is one of the most respected figures in Italian M&A: he has built his career at the highest levels of international business law, boasts an exceptional track record and maintains a network of top-tier relationships. The team joining with him has already demonstrated its ability to work with the same vision and the same high standards. With his arrival, our M&A and private equity practice — already recognised among the market leaders — takes another step forward in quality, strengthening a team that stands out in Italy in terms of depth, experience, and recognition”, said Paolo Montironi, senior partner at ADVANT Nctm.

“Joining ADVANT Nctm means becoming part of a firm with a professional culture that strongly resonates with me and a reputation built over time. I will bring my experience in M&A with the ambition to make a tangible contribution to the practice’s growth, focusing on international expansion, private equity and strengthening relationships with key market players”, said Giorgio Fantacchiotti. 

Following this appointment, ADVANT Nctm now has 87 partners.

Marco Cosa has extensive experience in corporate and commercial law, with a focus on extraordinary transactions, day-to-day corporate advisory work, and corporate governance matters. He also regularly advises domestic and international clients on the negotiation of complex commercial agreements and the implementation of strategic projects, particularly in the digital and technology, heavy industry, food and beverage, fashion, and retail sectors.

Francesco Mazzocchi specialises in European Union and Italian competition law, assisting companies in proceedings before the European Commission and the Italian Competition Authority (AGCM). His practice covers, among other areas, state aid, merger control, antitrust litigation, cartels and abuse of dominance, unfair commercial practices, and Italy’s Golden Power regime on foreign direct investment screening.

“The promotion of Marco Cosa and Francesco Mazzocchi recognises two professionals careers built with rigour and dedication within the firm and reflects our commitment to valuing internal talent that contributes every day to our clients’ success and to the growth of ADVANT Nctm. Investing in people and their skills remains a cornerstone of our strategy to deliver high-quality legal services”, commented Paolo Montironi, Senior Partner at ADVANT Nctm.

Following these appointments, the firm’s partnership increases to 86 partners.

These instruments are intended to facilitate negotiations between the parties by transferring to the insurer the risk of financial losses inherent in the transaction, thereby pursuing the seller’s interest in achieving a clean exit while protecting the buyer against potential liabilities.

The solutions most commonly adopted in transactional practice include W&I policies, alongside other insurance products of a different nature, including: (i) policies covering specific known and identified risks that may emerge during the due diligence phase (Contingent Risk Policies), (ii) policies covering title to real estate assets (Title Risk Policies), and (iii) policies designed for fund closures (End of Fund Life Wrappers).

In addition, in today’s increasingly sophisticated transactional insurance market, brokers have expanded their range of services to include analyses and assessments of the insurance coverage already in place within target companies. Such assessments are aimed at evaluating the adequacy and completeness of existing coverage, identifying uninsured risks, and determining whether the existing policy limits are appropriate in light of the target company’s business activities.

The use of W&I policies and, more generally, transactional risk insurance products has progressively expanded across European civil law jurisdictions as well, driven by several factors, namely: (i) the gradual simplification of underwriting processes; (ii) the increased affordability of insurance premiums; and, above all, (iii) the introduction of tailored products, including solutions specifically designed for small and mid-sized transactions.

According to the latest available data, the number of policies underwritten in 2024 in connection with M&A transactions in the Italian market totalled nearly 400, meaning that approximately 20% of all Italian M&A transactions were backed by a W&I policy. This growth trend has remained steady in recent years and has also extended to the energy and infrastructure sectors, where insurance products accounted – consistently with broader M&A market trends – for approximately 20% of the total number of W&I policies underwritten in this particular market segment, which is characterised by a significant regulatory impact on generated cash flows.

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These appointments are part of the firm's internal growth strategy, aimed at enhancing its talents and building solid career paths. They represent a further step in strengthening ADVANT Nctm's competitiveness and professionalism.

Giuseppe Buono has extensive experience in banking and finance law and capital markets, with a particular focus on leveraged finance, real estate finance, project and corporate finance, as well as debt capital markets. He regularly assists banks, funds, and companies in both domestic and cross-border financing operations, overseeing their structuring and documentation. He has also managed numerous basket bond transactions in the Italian market.

Andrea Iovieno is an expert in corporate and capital markets law, with a focus on both equity and debt capital markets. He advises issuers, banks, and financial intermediaries on IPOs, capital increases, extraordinary transactions, and the issuance of debt instruments. He also provides legal assistance in public M&A transactions, as well as in matters concerning corporate governance and regulatory compliance.

Filippo Ughi has solid experience in corporate finance, M&A, private equity, and corporate law. He advises Italian and international industrial companies and investment funds in M&A, private equity, and corporate finance transactions, also offering ongoing corporate consultancy, from bylaws and governance to the operation of corporate bodies.

This extraordinary result rewards the professionalism and work of our team, always ready to face the challenges of a constantly evolving market.

Moreover, for the first time, ADVANT was ranked in the European top 20, an achievement that reflects the steady growth and consolidation of our international positioning.

Lorenzo Freddi brings with him a 16-year experience gained at Cleary Gottlieb Steen & Hamilton LLP, where he developed strong expertise in M&A and private equity. 

Throughout his career, he has assisted industrial clients and investment funds, both Italian and international, in a wide range of M&A transactions, joint ventures and partnerships. His professional background also includes an established expertise in commercial and technology contracts. 

With his experience and skills, Lorenzo Freddi will make a significant contribution to the needs of ADVANT Nctm’s clients in the most strategic and complex sectors. 

As a result of Lorenzo’s entry, ADVANT Nctm now has 78 partners.

The promotion is part of ADVANT Nctm's internal growth strategy aimed at enhancing its talents.

Roberto de Nardis di Prata has more than 20 years of experience in the areas of banking and finance law and debt capital markets, focusing on acquisition, leveraged and real estate finance, corporate lending, basket bond issues and debt restructurings. Roberto assists both primary lenders - banks and debt funds - and sponsors and industrial companies in financing transactions as well as private debt operators.

Francesca Pittau is an expert in employment law and assists Italian and international clients in the management of human resources at every stage, with particular focus on corporate reorganization and restructuring processes. In addition, Francesca is involved in the development and implementation of incentive plans for key managers, welfare policies, and diversity and inclusion activities.Alessia Trevisan works in M&A and, in particular, private equity and venture capital.Alessia assists investment funds, both Italian and foreign, industrial companies, family-office, venture capital funds in investment and divestment transactions, as well as managers in structuring and implementing incentive plans.

Federico Vecchio works in both extrajudicial and judicial assistance to leading national and multinational groups in litigation including arbitration and extraordinary corporate transactions. In addition, Federico has also developed a deep knowledge of sports law thanks to positions held in the justice bodies of CONI and various national and international sports federations.   

Emidio comes from the law firm of McDermott Will & Emery and has significant experience in structuring and constructing alternative investment funds, carried interest schemes and investment agreements. His experience also involves advising on international tax and financial issues.


Over the last ten years, Emidio has advised mainly Italian and international asset management companies and institutional investors. With his team, he provides highly skilled support covering both regulatory and tax aspects in the area of alternative investments in private equity, private debt, venture capital and real estate. 

The joining of Emidio Cacciapuoti, along with Counsels Giorgio Bobba, a lawyer specialising in regulatory matters, and Davide Massiglia, with several years’ experience in international tax and financial matters, further strengthens the offering of the firm's M&A and tax departments.

With this new entry ADVANT Nctm now has 70 partners. 

In 2019 there was a record number of completed M&A transactions in Italy (1,085 compared to 991 in 2018), 'celebrating a decade of uninterrupted growth in volumes'. [1]

a. the material element, consisting of an aggregate of assets, to be interpreted in a broad sense (thus including tangible assets, intangible assets and contractual relationships); and

b. the functional element, consisting of the organisation that transforms the aggregate of single assets into a nexus of items functionally connected to each other and likely to become – as a whole – an instrument for carrying out a business activity.

a. Liability for debts: pursuant to Article 2560 of the civil code, the buyer will be jointly and severally liable for debts incurred by the seller prior to the completion of a transaction to the extent that such debts are recorded in the statutory accounting books of the seller. The debts referred to in Article 2560 of the civil code are only the 'mere debts', which are: tort liabilities, liabilities arising from contracts that pose obligations only on the seller and liabilities arising from bilateral contracts for which the third party has already performed its obligations.

b. Liabilities under Legislative Decree No. 231 of 8 June 2001: pursuant to the Legislative Decree, a company can, under certain circumstances, be held directly liable for any criminal offence committed in its interest or to its own benefit by those entrusted with representative, administrative or managerial duties (e.g., directors and executives), or by any person who is subject to their supervision and authority (e.g., employees, contractors, agents). The liability deriving from crimes committed prior to fundamental corporate changes (e.g., mergers, split-ups, transformations, the acquisition and contribution of assets) is transferred by operation of law to the surviving entity. In particular, Article 33 of the Legislative Decree extends this liability to the acquiring company in the case of the sale of a business unit, but only within the business's value and limitedly to pecuniary fines.

c. Liabilities towards the employees: see Section VII.

d. Social security liabilities: according to Italian Supreme Court decision No. 8179 of 16 June 2001, the social contributions due, but not paid, by the seller at the time of the completion of the proposed transaction are treated as debts pursuant to Article 2560 of the civil code.

e. Tax liabilities: see Section VIII.

a. the buyer incorporates a special purpose vehicle company (newco);

b. the newco enters into a debt financing arrangement to pay the price for the acquisition of the target company and the other transaction costs;

c. the newco acquires the entire (or a controlling interest in the) corporate capital of the target company; and

d. the newco is merged by absorption into the target company (or the opposite, but usually the target company is the surviving company).

a. 571 domestic deals with an overall value of €13.4 billion;

b. 197 Italian investments abroad with an overall value of €21 billion; and

c. 317 foreign investments in Italy with an overall value of €18 billion.

a. one deal was a domestic deal (placed in fifth position);

b. six deals were Italian acquisitions abroad; and

c. three deals (one of which placed in first position) were foreign investments in Italy.

a. the acquisition by KKR Kohlberg Kravis Roberts & Co LP, a US private equity fund, through its subsidiary CK Holdings Co Ltd of Magneti Marelli spa, an Italian company active in the supply of automotive components, totally owned by Fiat Chrysler Automobiles NV, was closed on 2 May 2019 for €5.8 billion;

b. the acquisition of the upstream assets, including the ownership interests in more than 20 producing fields in the North Sea and the Norwegian Sea, of ExxonMibil Corp, one of the largest US groups in the global energy sector, by Vår Energy AS, a Norwegian company owned by the Italian company Eni spa and the private equity fund HitecVision, which closed on 10 December 2019 for US$4.5 billion;

c. the acquisition by Eni spa of 20 per cent of Abu Dhabi Oil Refining Co, a refining company of the Abu Dhabi National Oil Company, the United Arab Emirates' national oil company, which closed on 31 July 2019 for US$3.24 billion;

d. the initial public offering on the Italian stock exchange of Nexi spa, the PayTech leader of the Italian digital payment sector, promoted by Merkury UK Holdco Ltd (a vehicle controlled by Advent International, Bain Capital Private Equity and Clessidra SGR) and several Italian banks, which was followed by the institutional placement of 36.4 per cent of its corporate capital for €2.4 billion; and

e. the two accelerated book-building procedures for ordinary shares of the corporate capital of the Italian bank FinecoBank spa, one of the major private banking operators in Italy, subsidiary of the Italian bank Unicredit spa, which were closed on 8 May and 8 August 2019 for an overall amount of €2.1 billion.

a. financial services recorded 84 deals for an overall value of €10.9 billion;

b. energy and utilities recorded 90 deals for an overall value of €10.8 billion;

c. consumer markets recorded 361 deals for an overall value of €10.1 billion;

d. industrial markets recorded 225 deals for an overall value of €9.2 billion;

e. support services and infrastructures recorded 144 deals for an overall value of €6.6 billion; and

f. telecommunications, media and technology recorded 181 deals for an overall value of €4.7 billion.

a. the restrictions set out in TUPE,[14] which is implemented in Italy by Article 2112 of the civil code;[15] and

b. union information and consultation rights under Article 47 of Law No. 428 of 1990.

a. benefiting from the safety nets or discount on social security contributions regulated by the covid-19 legislation until the full use of the weeks provided by the same legislation; and

b. not benefiting from the new safety nets or discounts on social security contributions until 31 December 2020.

a. the definitive termination of a business consequent to the liquidation of a company without the continuation, even partial, of any activity;

b. the conclusion of a company collective agreement, agreed by the trade unions at national level, that incentivises the termination of an employment relationship on a voluntary basis; and

c. the bankruptcy of a company if a continuation of its activity, even for a limited period, is not envisaged.

a. if derived by tax-resident individuals that do not hold the shares or quotas in the context of a business activity, is subject to a 26 per cent substitute tax. It is possible to step-up the tax value of the shares or quotas;[17] and

b. if derived by tax-resident companies, is subject to 24 per cent corporate income tax (IRES). Under specific conditions, 95 per cent of the capital gain is exempt from IRES (participation exemption regime).[18]

a. of interest expenses over the 30 per cent EBITDA threshold, the excess may be carried forward without a time limitation and can be deducted in the following fiscal years if net interest expenses accrued in that year are less than 30 per cent of EBITDA; and

b. of 30 per cent of EBITDA over the net interest expenses, such excess may be carried forward without amount limitation and may be used to increase the relevant threshold in the following five fiscal years.

a. it does not give rise to any taxable gain or deductible loss in the hands of the contributor;

b. the tax basis of the contributed business is rolled over to the shares or quotas received in exchange by the contributor; and

c. the tax basis of the assets and the liabilities transferred to the receiving company is identical to the one in the hands of the contributor, prior to the contribution. It is possible to step-up the tax basis of the assets (see subsection iii above related to the mergers).

a. taxes and sanctions originating from violations incurred in the two years preceding the completion of the transaction and during the year in which the business is sold; and

b. violations that are reported during the same period of time, even if they occurred in previous years.

a. mergers between two or more previously independent undertakings;

b. acquisitions of sole or joint control over an undertaking or parts thereof, whether through the acquisition of shares or assets, or by contract (e.g., shareholders' agreements) or by any other means; and

c. the establishment of a concentrative joint venture by two or more undertakings.

a. the acquisition by BC Partners LLP, a leading investment firm, of approximately 20 per cent of SOFIMA spa, the controlling shareholder of IMA spa, with the consequent launch of a mandatory tender offer aimed at the delisting of IMA spa (€2.93 billion);

b. the merger between Nexi spa, the Italia leader in the sector of digital payments, and SIA spa, the Italian and European leader in payment technology and infrastructure services, controlled by Cassa Depositi e Prestiti (€15 billion); and

c. the acquisition by Euronext of the entire share capital of Borsa Italiana spa, currently controlled by London Stock Exchange Group Holdings (Italy) Limited (€4.325 billion).

1.Basic rules – strategic companies

1.1 Defence and national security

1.1.1 Extraordinary transactions

• impose specific conditions on the company that ensure adequate protection of theessential interests of defence and national security; or
• absolutely prohibit the transaction resolved upon, if there are no sufficient measures forallowing its implementation without hindering such overriding public interests.

Pending the time for the adoption of a decision by the Government, the effectiveness of the resolutions and acts will in any event remain suspended and, therefore, the company will be prohibited from implementing the same. If the prescribed period expires without the Prime Minister having notified the company of its decision to exercise the special powers, then the suspension will cease to have effect and the company will be allowed to proceed with the implementation of the transaction resolved upon.

1.1.2 Acquisition of shareholdings

• impose specific requirements or conditions on the purchaser related to security of supply,security of information, technology transfer, export control; or
• absolutely prohibit the acquisition.

Pending the 10-day time period for the notification of the acquisition and the 45-day time period for the notification of a decision by the Government, the exercise of voting rights and administrative powers attached to the shareholding acquired (in the unlikely event that the parties have not stopped at signing of a conditional contract but have consummated the closing) will remain suspended. If the 45-day period expires without the Prime Minister having notified the purchaser of the decision to exercise the special powers, even in the absence of an express provision to this effect, it is reasonable to believe that the suspension ceases to have effect and that the purchaser is allowed to exercise said rights and administrative powers.

1.1.3. Broadband telecommunications with 5G technology

1.2 Energy, transport and communications

1.2.1 Extraordinary transactions

• impose specific requirements or conditions on the company that ensure adequate protection of the public interests relating to the respective strategic sector; or
• absolutely prohibit the transaction resolved upon, if there are no sufficient measures that may allow its implementation without hindering such overriding public interests.

Pending the 10-day term for the notification of the resolution or transaction and the 45-day term for the notification of a decision of the Prime Minister, their effectiveness will in any event remain suspended and, therefore, the company will be prohibited from implementing such resolution or transaction. If the 45-day term expires without the Prime Minister having notified the company of the decision to exercise the special powers, the suspension will cease to have effect and the company will be allowed to proceed with the implementation of the transaction resolved upon.

1.2.2 Acquisitions of controlling interests

• require the purchaser to enter into commitments aimed at ensuring the protection of such interests; or
• absolutely prohibit the acquisition, in exceptional cases of risk to such interests that cannot be eliminated through the assumption of obligations by the purchaser.

Pending the 10-day period for the notification of the acquisition and the 45-day period for the notification of a decision by the Prime Minister, the exercise of voting rights and administrative powers attached to the acquired shareholding (in the unlikely event that the acquisition has already been consummated) will remain suspended. If the 45-day period expires without the Prime Minister having notified the company of its decision to exercise the special powers, even in the absence of an express provision to this effect in the Law-Decree, it is reasonable to believe the suspension ceases to have effect and the purchaser is allowed to exercise said rights and powers.

1.3 Sanctions

1.3.1 Invalidity of acts

1.3.2 Monetary sanctions

1.4 Exclusions

2. Law-Decree 23/2020

• extraordinary corporate transactions, including mergers, demergers, the transfer of businesses, business divisions or subsidiaries, the transfer of a company’s registered office abroad, resulting in change in ownership, control, availability or destination of assets and relationships in the above-mentioned sectors under Article 4, paragraph 1 of Regulation (EU) 452/2019;
• acquisitions of controlling interests in companies holding strategic assets in the energy, transport and communications sectors, or in those holding assets and relationships in the above mentioned sectors under Article 4, paragraph 1 of Regulation (EU) 452/2019, undertaken by foreign entities, including those belonging to the European Union;
• acquisitions of shareholdings in the same companies referred to in the previous point, undertaken by foreign entities not belonging to the European Union, as a result of which the purchaser ends up holding 10% of the voting rights or share capital, also taking into account the shareholdings already held directly or indirectly, provided that the total value of the investment is at least Euro 1 million. The rules will also apply where the thresholds of 15%, 20%, 25% and 50% are subsequently exceeded. In the calculation of the relevant percentage, shareholdings held by third parties with whom the purchaser has entered into shareholders' agreements are also taken into account.

It is worth noting that the mention of critical health infrastructure and technology is particularly important in light of the recommendation issued by the European Commission, in its communications dated 13 and 25 March 2020, to the governments of the Member States to utilize the special powers afforded to them under their respective legislation, in order to avoid the risk that foreign investors, taking advantage of the current health emergency, may acquire control and availability of strategic resources in the health sector.Finally, Law-Decree 23/2020 clarifies that, even in case of failure to notify by the parties concerned, the Government may exercise its veto and policy-making powers provided for by the special rules and, therefore, prohibit such extraordinary transactions and acquisitions or impose conditions on their implementation. This article is for information purposes only and is not, and cannot be intended as, a professional opinion on the topics dealt with. For further information please contact Piero Corigliano. [1] Converted with amendments into Law No. 56 of 11 May 2012, as subsequently amended by Law-Decree No. 105 of 21 September 2019, converted with amendments into Law No. 133 of 18 November 2019.[2] See Decree of the President of the Council of Ministers No. 108 of 6 June 2014.[3] See Presidential Decree No. 85 of 25 March 2014.[4] See Presidential Decree No. 35 of 19 February 2014.[5] If it is necessary to request information from the purchaser or to transmit requests for preliminary investigation to third parties, the prescribed term will be suspended, only once, until the receipt of the same, which must be provided by the purchaser within 10 days or by third parties within 20 days. Any request for information and request for preliminary investigations to third parties subsequent to the first one will not suspend the running of time. For incomplete notices, the 45-day term will start to run from the receipt of additional information or details.[6] See Presidential Decree No. 86 of 25 March 2014.[7] Said rules also apply to companies having their registered office in a Member State, if there is evidence of their circumvention.[8] The considerations in footnote 5 above concerning term suspension apply here, mutatis mutandis.