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How Legislative Decree 47/2026 changes the path to 100% ownership of an Italian listed company — and where UK deal teams are likely to go wrong
Your UK-listed client wants to acquire an Italian industrial group — fully, cleanly, with no residual minority. The target's board is receptive. Your lead partner looks at Legislative Decree 47/2026 and says the new Italian full buyout mechanism is Italy's answer to the scheme of arrangement. The transaction team starts mapping the process against their English scheme timetable. That is the first mistake.
The Italian acquisto totalitario (full buyout) is now law, in force since 28 April 2026. In concept it shares DNA with the English scheme: one vote, 100% acquisition, minority swept out. In mechanics it is different enough to create serious veto risks that a standard UK deal team will not spot until it is too late to restructure.
The Italian Finance Act — the Testo Unico della Finanza, Legislative Decree No. 58/1998, as amended — now contains Article 112-bis, inserted by Legislative Decree No. 47 of 27 March 2026, in force from 28 April 2026. The provision gives a third-party acquirer a route to a third-party acquirer can obtain 100% of the share capital of an Italian listed company through a resolution of the extraordinary shareholders' meeting, without launching a traditional public offer, known as an offerta pubblica di acquisto or OPA.
The consideration must be paid exclusively in cash. No share-for-share alternative is permitted. The price floor is the six-month volume-weighted average price (VWAP) calculated as of the announcement date, or any higher price paid by the acquirer in the same six-month window — whichever is greater. That six-month reference period itself reflects the October 2025 Capital Markets Reform, which halved the former 12-month window, and the same benchmark now governs both the mandatory offer regime and the full buyout.
CONSOB — the Italian market regulator, the rough Italian equivalent of the FCA — is expected to publish implementing regulations by Q3 2026. Until those regulations are in force, certain procedural details remain to be confirmed. UK teams structuring a deal now should factor that regulatory gap into their timetable and expect at least a three-month buffer from the date CONSOB publishes its rules to completion of the first full buyout transaction.
This is the question every UK general counsel should ask before the term sheet is drafted, and it is the question that existing commentary on the Italian reform has never squarely addressed.
Under Part 26 of the Companies Act 2006, an English scheme of arrangement requires approval by a majority in number of shareholders present and voting, representing 75% in value of each class, followed by sanction of the High Court. The court acts as an independent protector of minority interests: it reviews fairness, checks that the meeting was properly conducted, and can decline to sanction the scheme even after the vote is passed. A fairness opinion addressed to the court, and the court's own assessment, form the central minority-protection architecture of the English process.
The Italian acquisto totalitario has no court sanction at any stage. CONSOB does not play the role of the High Court. The minority-protection filter is structural, built into the voting mechanics, not judicial. There is no moment in the Italian process at which an independent tribunal reviews whether the price is fair to minorities and refuses to approve the transaction if it is not.
That single difference transforms the risk picture entirely. In Italy, if the votes pass, the deal completes. The minority's protection is the vote itself, not a court backstop.
Article 112-bis requires two concurrent majorities at the extraordinary shareholders' meeting.
First, the statutory supermajority: the extraordinary resolution must pass by the majority required under the company's articles for extraordinary decisions — typically at least 50% of the share capital at first call, or two-thirds of the capital represented at the meeting where the quorum required is met.
Second, and critically, a simple majority of the disinterested shareholders must also approve. For this second count, shares held by the acquirer are excluded, and — this is the operative veto point — so are shares held by any shareholder owning more than 10% of the company. Any shareholder above that 10% threshold is automatically carved out of the disinterested-majority vote, even if they are genuinely independent of the bidder.
The practical consequence is stark. If a target has a 12% institutional shareholder who is hostile to the deal, that shareholder has no formal veto in the disinterested count — they are excluded from it. But if a target has several independent shareholders each holding between 5% and 9%, and a simple majority of those votes is negative, the deal fails at the second tier without any court ever being asked for its view.
Unlike most common-law takeover processes, where an independent body (the court, the Panel, ASIC in Australia) provides an external check on whether a buyout is fair to minorities, the Italian full buyout places that entire burden on the shareholder vote. A well-run proxy campaign by a 5%-9% holder can defeat the transaction outright. Identifying and managing that constituency before announcement is not optional — it is the difference between a deal that closes and one that dies in the shareholders' meeting.
Yes, but the relationship between the two routes requires care.
The October 2025 Capital Markets Reform — adopted by Council of Ministers decree on 8 October 2025 and now reflected in the amended TUF — introduced a single 30% threshold of share capital or voting rights as the trigger for a mandatory takeover bid. Any acquirer crossing that threshold in a listed Italian company is, in principle, obliged to launch a full OPA at the same price floor applicable to the full buyout. The prior distinction applicable to certain SME-listed companies has been removed.
The acquisto totalitario route does not exempt an acquirer from the 30% threshold. If the acquirer's stake passes 30% before or during the process — for instance, through pre-announcement stake-building — the mandatory bid obligation is triggered independently of the full buyout route. The two regimes can overlap. A UK deal team that structures a 28% pre-announcement stake acquisition as a bridge to a full buyout vote, without capping the position below 30%, will trigger the OPA obligation and may find itself running both processes simultaneously.
The short answer: yes, unless you structure carefully to stay below 30% until the extraordinary meeting approves the full buyout. At that point, the completion of the acquisition of 100% of the shares is effected pursuant to the resolution rather than through an independent market crossing, and the applicable exemption framework — still to be detailed in CONSOB's implementing regulations — should provide a carve-out. Until CONSOB confirms that carve-out, any pre-announcement stake above 29.9% should be treated as an OPA trigger.
Legislative Decree 47/2026 simultaneously lowered the squeeze-out threshold — in Italian law, offerta pubblica di acquisto residuale obbligatoria — from 95% to 90% of the target's share capital. This is directly relevant to any UK acquirer who might consider a hybrid strategy: launch a voluntary OPA, reach 90%, then compulsorily acquire the remainder rather than pursuing the full buyout route.
At 90%, a UK buyer now has a credible fallback if the full buyout vote fails. The cost is running a longer voluntary offer timetable — typically 25 to 40 business days from publication of the offer document, under the current TUF regime — and accepting that a minority may tender later at a price that triggers further consideration obligations. The full buyout route, if it passes, achieves the same 100% result faster and with greater price certainty, because the resolution sets the price for all shareholders simultaneously.
The Latin maxim prior tempore, potior iure — first in time, stronger in right — captures the practical advantage here: the acquirer who approaches the disinterested shareholder register early, before a rival bidder or an activist can build a blocking position, controls the timeline.
In our experience advising on cross-border transactions involving Italian listed and unlisted targets, the most common structural error at term sheet stage is to treat the shareholder-approval mechanics as a condition subsequent — something to be addressed in the run-up to the meeting. It is not. The composition of the disinterested shareholder base, the identity of any holder between 5% and 9.9%, and their likely disposition toward the transaction, must be mapped before signing. A 6% hedge fund that acquired its position twelve months earlier for an entirely unrelated reason can defeat the disinterested majority without holding any blocking minority in the conventional sense.
The extraordinary shareholders' meeting majority requirements apply by class. If the target's articles create a separate class of voting shares — now permitted under the Italian Civil Code following recent reforms — each class must independently satisfy the voting thresholds under Article 112-bis. A target with a loyalty-share class, entitling certain long-term shareholders to double voting rights, could therefore have a materially different effective majority requirement. Confirm the capital structure before modelling the vote.
The price floor is the six-month VWAP as of the announcement date, or any higher price paid by the acquirer in the preceding six months. Unlike an English scheme, there is no court to whom a fairness opinion is addressed. CONSOB will supervise compliance with the price floor through its implementing regulations, but the primary price-verification mechanism is the acquirer's own disclosure in the extraordinary meeting notice. Mispricing the floor carries regulatory liability. Independent valuation is commercially prudent and likely to become a market standard.
A UK scheme from announcement to sanction typically runs 12 to 16 weeks. The Italian full buyout timetable is not yet fixed in CONSOB's implementing regulations. Based on the existing extraordinary shareholders' meeting rules under the Italian Civil Code — a notice period of at least 15 days for listed companies, extendable to 40 days by the articles — the meeting itself can be convened relatively quickly. The realistic total process, from announcement through CONSOB review of the disclosure document to the meeting date and settlement, is unlikely to be faster than 10 to 14 weeks, and may be longer for the first transactions until market practice establishes. Factor in additional time if a competing bidder emerges: unlike a UK Panel-supervised scheme, there is no equivalent of the Put Up or Shut Up mechanism under Italian law.
HREFLANG BLOCK:
Editorial Team — Panato Law Firm Staff
