Italy’s reformed public markets in 2026 demands more than just a strong equity story. Whether you are weighing an IPO, defending against a creeping acquisition, or restructuring your board’s governance, success depends on moving confidently before the new rules force your hand. The new 30% takeover baseline and the €1 billion SME regime rewrite the playbook for controlling shareholders and institutional investors alike—no matter if your headquarters are in London, New York, Toronto, Singapore or Sydney.
Our Corporate and Commercial team at The Italian Lawyer provides the cross-border clarity your board needs. Operating from London with direct ties to Italy’s financial regulators and institutions, we translate complex TUF reforms into clear, actionable strategy in English. We don’t just tell you what the new rules say; we help international founders, in-house counsel, and PE sponsors use them to lock in valuation, secure control, and streamline compliance.
Yes, and in several ways that require active review rather than passive monitoring. The new mandatory takeover bid threshold of 30%, the revised bid pricing rules and the lower squeeze-out level at 90% all change the landscape around your existing share capital structure. If any shareholder currently holds between 25% and 30%, their position under the old rules may have been below the trigger point for a mandatory offer. Under the new rules, it is not. That alone may require an urgent review of your shareholder register, your concert-party analysis and your corporate governance documents.
More attractive, in most cases. The capital markets law creates an optional lighter regime specifically for newly listed companies, and a cleaner framework for choosing between a regulated market and a multilateral trading facility (MTF) such as Euronext Growth Milan. The SME definition has also been raised to €1 billion market capitalisation, which means more companies qualify for simplified governance and disclosure requirements after listing. The reform does not remove every obstacle, but the combination of lower ongoing compliance costs, more flexible meeting rules and clearer exit routes makes an Italian listing a more credible option than it was two years ago.
Law No. 21/2024 raised the threshold for being treated as a listed SME under the TUF from €500 million to €1 billion market capitalisation. If your company’s regulated market cap is below that level, you may be eligible to opt into the simplified regime introduced by the 2026 implementing decree. Eligibility depends on final market cap at the time of opting in, so companies near the €1 billion mark should take legal and financial advice on how and when to make that election, and what it means for ongoing investor relations and index eligibility.
If any shareholder, or group of shareholders acting in concert, acquires a stake that reaches or exceeds 30% of a listed company’s share capital or voting rights, they are required to launch a mandatory offer for the remaining shares at a price calculated by reference to the highest price they have paid in the preceding six months. Under the previous rules, the threshold was lower (25%) for some companies and different rules applied to SMEs. The unified 30% rule now applies consistently across all companies on an Italian regulated market.
Under the old rules for non-SME companies, 25% was the relevant threshold. Under the new unified rules, the mandatory bid threshold rises to 30%. That means a shareholder who was previously approaching the 25% line now has additional headroom to acquire shares on the open market without automatically triggering an offer obligation. Whether they can use the new 10% annual creeping allowance to build toward 30% without triggering other obligations depends on their existing position, the company’s by-laws and any existing shareholder agreements. This is fact-specific advice that requires a review of the full picture.
A creeping acquisition is when an investor builds a stake gradually over time rather than in a single transaction. Under the previous rules, a shareholder already holding more than 30% of voting rights could only increase their position by up to 5% per year without triggering a mandatory bid. The capital markets reform raises that annual allowance to 10%. In practice, this means a shareholder at 32% can move to 42% over a single year, or to 52% over two years, without the mandatory offer obligation applying – provided other conditions are met. For companies with a significant anchor investor, this changes the governance calculus considerably.
Once a bidder reaches 90% of a company’s share capital following a successful takeover offer, they have the right under the new rules to compulsorily acquire the remaining shares at the same offer price. Previously, the threshold was 95%. For minority shareholders, this means the window in which they can remain in the company after a bid – and potentially benefit from any further value creation – is shorter. A symmetrical sell-out right also applies: if you are a minority shareholder and the bidder reaches 90%, you can require them to buy your shares at the offer price even if they have not formally exercised the squeeze-out.
The reduction of the squeeze-out threshold from 95% to 90% is significant for deal planning. Reaching 90% is considerably more achievable than 95%, particularly in a company with a dispersed register where small-lot shareholders and institutional funds with index constraints are the last holders. The capital markets reform also introduces a cash merger mechanism as an alternative route to full acquisition, inspired by structures used in other jurisdictions. Depending on your timeline, tax position and the target’s register profile, one route may suit your transaction better than the other. We advise on both.
In most cases, yes. The changes to shareholder meeting rules, voting rights structures and corporate governance disclosure requirements will interact with existing by-law provisions in ways that may create ambiguity or, in some cases, non-compliance. Companies that want to adopt virtual-only or hybrid meeting formats, use multiple voting shares or loyalty share structures, or formalise a designated-representative mechanism will need by-law provisions that specifically authorise those procedures. Leaving this until after the decree is finalised compresses the time available before AGM season and before any transaction that relies on the new rules.
The most likely concern from institutional investors is around the changes that affect minority shareholder protections, particularly the lower squeeze-out threshold and the expanded creeping acquisition allowance. Both changes have been noted by proxy advisers as areas requiring scrutiny. Companies that adopt the virtual-meeting format without strong safeguards for shareholder participation may also receive pushback from governance-focused investors. The best response is to get ahead of investor concerns with transparent policies and proactive engagement, rather than waiting for a proxy season challenge or a shareholder requisition.
The unified 30% mandatory bid threshold brings Italy into line with the UK Takeover Code’s standard trigger. The new “put up or shut up” mechanism, which allows Italy’s market regulator CONSOB to require a potential bidder to clarify their intentions – with a 12-month restriction on re-approaching if they decline to bid – is also modelled on established UK practice. The cash merger mechanism draws on concepts from UK scheme-of-arrangement practice. Where Italy still diverges from the UK is in certain procedural timelines, the treatment of concert parties in civil code terms, and the interaction between the TUF and corporate governance requirements that have no direct UK equivalent.
Yes. The reform strengthens the legal framework around multiple voting shares and loyalty share structures for newly listed companies, giving founders more predictable tools to retain voting control after a listing without relying on complex contractual arrangements. The optional simplified regime for newly listed companies below €1 billion market cap also reduces the ongoing compliance burden in the years immediately following an IPO. For founders weighing Italy against other EU listing venues, the reform meaningfully improves Italy’s competitive position, particularly for growth companies where the founder’s continued control is a commercial requirement.
Law No. 21/2024 has been in force since 27 March 2024 and introduced some immediate changes, including the revised SME definition. The implementing decree was approved in preliminary form by the Italian Council of Ministers on 8 October 2025 and is currently undergoing parliamentary review. Final adoption and entry into force is expected in Q1 2026. Companies should treat that timeline as the working assumption for planning purposes, while monitoring official publication in the Gazzetta Ufficiale for the definitive date.
If you have a transaction, a board review, an AGM or a governance project planned for the first half of 2026, you cannot afford to wait. The final text will confirm the detail, but the direction of the reform has been clear since October 2025 and there is no realistic scenario in which the major provisions described above change materially. Clients who engage now have time to run a proper threshold audit, update constitutional documents and prepare investor communications before the market moves. Clients who wait until publication typically find they are working against a tighter clock than they expected.
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