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Shareholders’ Rights in Italy: How to Invest Effectively

In this Chambers Expert Focus podcast, we learn from Alessandro Varrenti, head of international operations at Tonucci & Partners, about the key questions a foreign institutional investor must ask when approaching the Italian market.

Published on 16 June 2022
Alessandro Varrenti  Chambers Expert Focus Author
Speaker – Alessandro Varrenti

Alessandro Varrenti considers issues around the choice of corporate form, what restrictions apply to non-Italian investors in Italy, the roles and duties of directors and corporate officers (and the appropriateness of applying international terminology to these specifically Italian roles), as well as the place of by-laws and shareholders' agreements in ensuring the position of an investor.

The podcast considers the scope for international investment in Italy in the context of the war in Ukraine and the international sanctions regime which followed it:

"The European Union has issued a list of people, and of companies, that are sanctioned and not allowed to conduct business in member states of the European Union. Apart from those, I cannot think of any restrictions for foreign citizens or companies to incorporate a company in Italy."

Listeners can also learn about the variety of by-laws and shareholders’ agreement clauses available, and how choice of corporate form affects their implementation:

"Drag-along, tag-along and piggyback provisions, and anti-dilution provisions (such as full ratchet and weighted average provisions) can be inserted in the by-laws of an Srl. Whereas in an SpA company, you would insert those in a shareholders' agreement."

Tonucci & Partners

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