Introduction
Italy offers international investors attractive opportunities to acquire established businesses, recognised brands and specialised manufacturing companies. For Chinese investors seeking to expand their presence in Europe, an acquisition can provide immediate access to the Italian market, established customer relationships, valuable industrial know-how and a platform for growth across the European Union.
The commercial baseline is not in question. China–Italy merchandise trade reached USD 76.18 billion in 2025, the fifth consecutive year above USD 70 billion, with Chinese exports of USD 51.25 billion and imports from Italy of USD 24.93 billion. Chinese capital is also already embedded in the Italian economy: by the end of 2025, 604 Italian companies had Chinese minority or participating investors, employing over 30,000 people and generating turnover of more than EUR 24 billion. Amid geopolitical change, both sides have tightened their investment screening; the question for a new transaction is therefore less whether Italian assets are attractive than whether a deal can be structured and cleared in the current regulatory environment.
However, completing an acquisition in Italy requires more than reaching an agreement with the seller. Italian regulatory requirements, legal and tax liabilities, contractual protections and closing formalities can all affect the feasibility and success of a transaction. At the same time, Chinese investors must consider the procedures applicable to outbound investments from China. Coordinating these requirements from the outset is essential to managing risks and avoiding unnecessary delays.
Regulatory Approvals: The Italian Framework and Recent Golden Power Developments
One of the first steps in assessing an Italian acquisition is determining whether the transaction is subject to regulatory review. Italy’s Golden Power regime allows the Government to scrutinise certain transactions involving companies and assets in strategically important sectors, including defence and national security, energy, transport, communications, critical technologies and other activities identified under the applicable legislation. Depending on the target’s activities, assets and the nature of the transaction, a filing may be required and the Government may impose conditions, exercise veto powers or otherwise intervene.
The analysis cannot be based solely on the target’s size or corporate purpose. Its actual activities, technologies, infrastructure, data, supply chains and other strategic assets must be considered, together with the identity of the investor, the rights being acquired and the potential impact of the transaction on the relevant strategic interests. The regime may also apply to certain transactions involving Italian or EU investors, depending on the sector and the applicable notification triggers; it should therefore not be treated as a screening mechanism limited exclusively to non-EU buyers.
Recent amendments introduced by Law No. 4 of 15 January 2026, converting Decree-Law No. 175/2025 (the so-called Transition 5.0 Decree), have further refined the Golden Power framework. In particular, the amendments expressly recognise national economic and financial security as a relevant interest in the assessment of certain transactions. This is significant because the assessment may take account not only of the protection of strategic assets and the continuity of essential services, but also of broader risks affecting the resilience and security of the national economic and financial system.
The amendments also strengthen coordination between Golden Power proceedings and procedures before European authorities in the financial, banking and insurance sectors, including prudential assessments and merger control reviews. Where the relevant European proceedings are pending, the exercise of Golden Power is sequenced so that the Italian Government’s assessment takes account of their completion. This coordination is intended to reduce the risk of overlapping or inconsistent regulatory assessments, while preserving the Government’s ability to intervene where the statutory requirements are met.
Although these amendments do not generally expand the categories of transactions subject to notification or formally introduce new types of special powers, they clarify and strengthen the legal framework within which the Government may assess transactions. They may also affect the duration and sequencing of regulatory reviews, particularly in regulated financial sectors. For investors, this means that the regulatory analysis should address not only whether a Golden Power filing is required, but also how the review interacts with other authorisation procedures and what information may be needed to support the assessment.
From a transaction-planning perspective, buyers and sellers should pay particular attention to conditions precedent, long-stop dates, cooperation and information undertakings, and possible extensions of the transaction timetable. The Share Purchase Agreement should clearly allocate responsibility for preparing and submitting any notification, establish the parties’ obligations to respond to requests for information and address the consequences of any conditions or remedies imposed by the authorities. The information submitted to the Italian Government should also be consistent with filings made to the European authorities. Merger control, sector-specific authorisations and other applicable EU requirements must continue to be assessed separately.
Legal and Tax Due Diligence
Due diligence allows the buyer to understand the company’s legal and financial position before committing to the acquisition. This is particularly important in Italy, where many potential targets are privately owned or family-run businesses whose operations may depend heavily on key shareholders, managers or commercial relationships.
Legal due diligence typically covers corporate records, ownership, material contracts, intellectual property, real estate, licences, litigation and employment matters. Particular attention should be paid to change-of-control clauses, termination rights and third-party consents that may be triggered by the transaction. Employment issues also deserve careful consideration, including existing disputes, management arrangements and potential liabilities. Where the business relies on specialised personnel or the founder’s involvement, the buyer should assess how continuity can be secured after closing.
Tax due diligence should be conducted alongside the legal review. Historical tax exposures, VAT, withholding taxes, transfer pricing and ongoing tax audits may affect the valuation of the target and the protections required from the seller. The objective is not simply to identify risks, but to determine how they should be addressed through the purchase price, contractual warranties, specific indemnities or conditions to completion.
Deal Structuring and Transaction Documents
From an Italian legal perspective, a key decision is whether to acquire the company’s shares or its business and selected assets. A share acquisition generally allows the business to continue operating through the existing legal entity, preserving its contracts, workforce and organisational structure. However, the buyer also acquires the company with its historical liabilities.
An asset or business acquisition may offer greater flexibility in selecting the activities and assets to be transferred, but can involve additional requirements concerning contracts, employees, licences and taxation. The appropriate structure therefore depends on the characteristics of the target and the objectives of the transaction.
The findings of due diligence should inform the negotiation of the Share Purchase Agreement (SPA) or other relevant transaction documents. Representations and warranties, indemnities, conditions precedent, purchase price adjustments and closing obligations should reflect the specific risks identified during the review. For example, a pending tax dispute may require a specific indemnity, while an outstanding regulatory approval may need to be a condition precedent.
The Chinese Outbound Investment Perspective and new NDRC measures
An acquisition of an Italian company must also be assessed from the Chinese investor’s perspective. Depending on the investor’s nature, ownership structure, industry and transaction size, the investment may be subject to Chinese outbound investment procedures, including applicable approval or filing requirements under the frameworks administered by the National Development and Reform Commission (NDRC) and the Ministry of Commerce (MOFCOM). The applicable route may depend, among other things, on whether the project concerns a sensitive country or region or a sensitive industry, and on the identity and level of the Chinese investor within the corporate group.
A further development is the new Measures for the Administration of Outbound Investment, released by the NDRC on 22 October 2026 and scheduled to enter into force on 1 December 2026, replacing the previous 2017 rules. Although the existing approval and filing framework remains largely unchanged, the new Measures significantly expand reporting obligations and introduce additional compliance requirements throughout the investment lifecycle.
In particular, a new pre-investment work report applies to projects involving a Chinese-side investment amount of USD 100 million or more, as well as to projects that may have implications for China’s diplomatic relations with the relevant country. The report must be submitted at least ten working days before the commencement of major preliminary activities, including the assumption of investment commitments towards foreign governments or the execution of investment agreements. This requirement may be particularly relevant to large-scale acquisitions and should be considered when planning negotiations and determining the timing of transaction documents.
The new Measures also extend reporting obligations to overseas reinvestments carried out through controlled offshore entities, regardless of the investment amount, removing the previous USD 300 million threshold. Investors will be required to report the completion of an outbound investment within ten working days and notify the authorities when they decide not to proceed with an investment or dispose of the relevant shares or assets. A further obligation is the submission of an annual outbound investment information report by 30 June each year, covering the investment position at the end of the previous year. Significant adverse events must also be reported immediately, including certain circumstances involving requests by foreign parties to transfer technology, data, assets or rights where China’s national interests or national security may be affected.
The new framework expressly brings Chinese resident individuals within the scope of the ODI regime, although certain practical procedures, particularly those concerning foreign exchange transfers, remain subject to further regulatory clarification. It also strengthens the penalties for violations of approval and filing requirements, including fines calculated as a percentage of the investment amount, potential orders to cease the investment and dispose of relevant assets, and restrictions on the investor’s ability to carry out further outbound investment activities for up to three years.
Foreign exchange and cross-border payment requirements administered by the State Administration of Foreign Exchange (SAFE), together with the procedures of the relevant banks, may also affect how acquisition funds are transferred abroad. Banks may require supporting documents relating to the investor, the transaction structure, the relevant NDRC and MOFCOM procedures and the source and availability of funds. The use of an offshore acquisition vehicle should not be assumed to remove the need for Chinese ODI compliance: the ownership chain, source of funds and applicable rules on indirect outbound investments should be assessed on a case-by-case basis.
The two regimes should be mapped against a single timetable. The parties need to know whether Chinese procedures must be completed before signing, before closing or before remittance, and the SPA should say so in the conditions precedent, undertakings and long-stop dates. Compliance in one jurisdiction does not cure a gap in the other; advisers in both countries should review the same closing checklist when structuring the transaction, preparing the documents and arranging the transfer of funds.
Closing and Post-Acquisition Integration
Signing the acquisition agreement does not necessarily mean that the transaction can be completed immediately. Depending on the structure, Italian corporate approvals, notarial formalities, regulatory filings and other documentation may be required. Documents executed abroad may also need to be notarised, apostilled or legalised, translated and prepared for use in Italy, as applicable.
Early coordination between the buyer, seller, Italian counsel, notary and other advisers helps ensure that these requirements are addressed within the agreed timetable. Italian regulatory reviews, including any Golden Power procedure, should be coordinated with Chinese outbound investment filings and reporting requirements, as well as arrangements for transferring the purchase price. Where a transaction involves financial, banking or insurance activities, the sequencing of European regulatory proceedings and the Italian Golden Power review should also be reflected in the closing plan.
The legal work continues after closing. The buyer may need to reorganise corporate governance, appoint directors, update powers of attorney and introduce group-level reporting and compliance procedures. New intra-group arrangements involving management services, financing, intellectual property or distribution should also be reviewed under Italian corporate and tax rules, including transfer pricing requirements where applicable. On the Chinese side, the investor should also ensure that any post-closing reporting, overseas reinvestment and annual reporting obligations are properly monitored.
Recent Transactions: Lessons for Cross-Border Investors
Recent transactions illustrate both the attractiveness of Italian businesses to international investors and the importance of regulatory planning. In June 2026, HongShan Capital Group (HSG) completed the acquisition of a majority stake in Golden Goose, with Temasek joining as a minority investor and Permira retaining a strategic minority stake. The transaction demonstrates the international appeal of Italian luxury brands and the importance of addressing relevant regulatory requirements before closing.
Another example is Bialetti, whose change of control was completed in 2025 following the acquisition of approximately 78.6% of its share capital by an acquisition vehicle belonging to the NUO investment group. The transaction illustrates the variety of investment structures used in cross-border acquisitions and the importance of assessing the investor’s identity and the applicable regulatory framework.
Finally, Pirelli provides an example of the longer-term implications of Italy’s Golden Power regime. In July 2026, China’s Sinochem sold a 14% stake to Czech investor Michal Strnad, reducing its holding to 20.1%, following years of restrictions on its influence over the Italian tyre manufacturer. This case highlights that regulatory considerations may continue to affect corporate governance and shareholder rights well beyond the initial acquisition.
Taken together, these transactions show why successful cross-border M&A requires attention not only to the acquisition itself, but also to regulatory clearance, transaction structuring and post-closing governance in the relevant jurisdictions.
Conclusion
For Chinese investors, acquiring an Italian business requires a coordinated assessment of the target, the Italian regulatory framework, the transaction documents and the procedures applicable to the investment from China. Engaging Italian legal and tax advisers early can help identify regulatory obstacles, assess the target’s liabilities, negotiate appropriate contractual protections and manage the closing process. Close coordination with Chinese advisers is equally important to ensure that outbound investment procedures, ongoing reporting obligations and funding arrangements are addressed in parallel.
A well-planned acquisition is not simply one that reaches completion. It is one that is legally executable in both jurisdictions, protects the buyer against identified risks and provides a sound foundation for the successful integration of the Italian business.
