Italian M&A changes coming in 2026: the new takeover and golden power rules

If your company is evaluating an acquisition in Italy, or if you are a fund manager modelling a take-private scenario for an Italian listed asset, the rulebook has shifted significantly in 2026.

International investors now face a new structural reality for pricing and closing deals. The convergence of a reformed Consolidated Law on Finance (TUF), a recalibrated Golden Power regime (Law No. 4/2026) and the 2026 Budget Law has created a distinct environment for M&A.

Last year we saw a massive increase of activity in the merger and acquisition space. This guide, written by our corporate and commercial team at The Italian Lawyer, breaks down the critical changes you must navigate with the new rules introduced in 2026: the new 30% mandatory bid threshold, the “economic security” screening test and the specific tax impacts on exit.

What matters for your business this year is predictability. The new rules offer a clearer path to control for public takeovers but introduce a more complex screening timeline for strategic assets. Our objective here is to help you model these regulatory shifts before you sign the term sheet.

Capital markets reform: a clearer path to control

For corporate buyers and private equity sponsors targeting listed Italian companies, the revised Consolidated Law on Finance (TUF) has significantly altered the tactical playbook in 2026.

Historically, our clients often wrestled with the fragmentation between “SME” and “non-SME” issuers. Depending on the target’s size, the mandatory bid threshold could fluctuate between 25% and 30%, creating unnecessary friction during stakebuilding.

If you are a strategic buyer expanding into Italy or a private equity fund looking to acquire a significant stake or take an Italian company private, these are the three structural changes you need to factor into your deal model:

1. A single 30% mandatory bid threshold

The distinction between SME and large issuers is gone. A single 30% threshold now applies across the board. If you acquire voting rights or share capital exceeding this level in any listed Italian entity, a mandatory bid for the remaining shares is triggered.

Our top tip: You can now build a significant minority stake—a “toe-hold”—up to 29.9% with absolute certainty, without worrying about tripping a lower SME threshold by accident. This makes strategic pre-bid positioning far more predictable.

2. A 90% squeeze-out threshold

One of the most welcome changes for international funds is the lowering of the squeeze-out threshold from 95% to 90%. In the past, reaching 95% to force out minority shareholders was a major hurdle, often leaving bidders stuck with a listed stub and ongoing compliance costs.

Our top tip: Public-to-private transactions become far more feasible. If your tender offer reaches 90%, you can exercise the right to purchase the remaining shares and delist the company immediately. This reduces the “hold-out” leverage of minority shareholders and provides a cleaner exit from the public markets.

3. The new cash merger route

Perhaps the most significant innovation is the statutory cash merger mechanism, inspired by US practice. This provides an alternative to the traditional two-step process of a tender offer followed by a merger.

Our top tip: You can propose a merger directly to the target’s board, offering cash for 100% of the shares. If the board and a qualified majority of shareholders approve it (typically two-thirds of voting capital), the merger binds all shareholders, including dissenters. This is a powerful tool for friendly acquisitions where you want 100% ownership from day one without the uncertainty of a public tender acceptance period.

Golden power and FDI screening: the “economic security” hurdle

Update 1: The new “economic and financial security” test

Update 2: Coordination with EU banking and competition authorities

Update 3: Pre-notification has become a critical tool