Italy Mandatory Bid Threshold 30 Percent 2026: PE Deal Fix

How Legislative Decree 47/2026 rewrites take-private economics for UK private equity sponsors with live Italian transactions

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ABSTRACT: Legislative Decree No. 47/2026, in force from 29 April 2026, replaced Italy's two-tier mandatory offer system with a single 30% voting-rights threshold and rewrote squeeze-out mechanics. UK private equity sponsors with live Italian transactions face repriced take-private economics and SPA representation gaps their existing deal packages do not cover. This guide sets out the precise changes, the numbers that shift, and the clauses that need rewriting now.

Your signed term sheet lands on counsel's desk in late March 2026. The deal has been modelled on Italy's old threshold structure. Then, on 27 March 2026, the Italian Council of Ministers approves Legislative Decree No. 47/2026. It enters into force on 29 April 2026. If your team does nothing in the next 30 days, two things happen: your take-private squeeze-out model is based on the wrong denominator, and your SPA rep package contains a material gap on a category of board liability that Italian law now recognises but your standard 2025 English-form representations simply do not address.

This is not a procedural update. It is a structural repricing event.

What Legislative Decree 47/2026 Actually Changes in the TUF

Legislative Decree No. 47/2026 (D.Lgs. 47/2026) amends the Testo Unico della Finanza — the Consolidated Financial Act (Legislative Decree No. 58 of 24 February 1998, TUF) — and certain joint-stock company provisions of the codice civile, the Italian Civil Code. The headline change is well-known: a single 30% voting-rights threshold for mandatory tender offers replaces the old two-tier system that required a bid at 25% for large-cap companies on the FTSE MIB and a different threshold for smaller-cap issuers.

Less reported is the reference-price reform. The minimum offer price is now calculated on the weighted average of the target's trading price over the six months preceding the threshold crossing, shortened from the previous 12-month window. For a mid-cap Italian target that has drifted downward over the past year, this mechanical change alone can reduce the mandatory bid floor by a meaningful margin — early estimates from the Italian market suggest the effect can be 8–15% depending on the price trajectory, though sponsors should run issuer-specific models rather than rely on any general figure.

CONSOB, the Commissione Nazionale per le Società e la Borsa (Italy's listed-markets regulator, Italy's equivalent of the FCA), is issuing implementing regulations to implement the new thresholds. Until those regulations are finalised, sponsors should treat the statutory text of D.Lgs. 47/2026 as their primary reference.

Does the New 30% Threshold Apply to Deals Already Announced Before 29 April 2026?

The 30% threshold applies from 29 April 2026 — the date the Decree took effect / came into force. Any transaction that crossed the former threshold before that date and triggered a mandatory offer obligation under the old rules completes under the old rules. The complication arises in the middle ground: transactions announced under a preliminary agreement signed before 29 April 2026 but not yet completed / not yet closed. Where the mandatory offer obligation had not yet crystallised before the effective date / the commencement date, D.Lgs. 47/2026 governs.

In practice, this means a sponsor who signed a share purchase agreement in February 2026, structured around an incremental stake-building programme designed to stay under the old large-cap 25% threshold, may now find that programme subject to the new 30% trigger — giving it, paradoxically, more headroom. But the question of whether the MAC definition in that February 2026 SPA captures a material change in law occurring after signing is a separate point, and one that standard English-form MAC clauses frequently leave ambiguous. The Italian law governing the transaction documents is unlikely to read a post-signing legislative change as a MAC unless the clause is drafted specifically to capture it.

Practitioners should review every signed SPA and investment agreement with an Italian listed target and assess: first, whether the offer obligation has crystallised; second, whether the MAC definition and the regulatory-compliance representations have been updated; and third, whether CONSOB has received any relevant notifications that lock in the old regulatory position.

How Does the Revised Squeeze-Out Calculation Change Take-Private Economics in Italy?

This is where generic commentary on D.Lgs. 47/2026 falls short — and where the real underwriting risk lies.

Under the old TUF, squeeze-out at 95% was calculated on the issuer's total share capital. A bidder needed to reach 95% of all shares in issue, whether tendered into the offer or not. Under D.Lgs. 47/2026, the 95% threshold is now calculated on shares tendered in the offer, not on total share capital.

Consider a target with 100 million shares in issue. Suppose 10% of the float is held by retail investors who historically do not respond to tender offers — a credible Italian market assumption. Under the old rule, a bidder who achieved 95 million shares tendered had met the squeeze-out threshold automatically. Under the new rule, if 90 million shares are tendered, the bidder needs 85.5 million tendered shares (95% of 90 million) to trigger squeeze-out — a bar it may well have already cleared, depending on its stake going into the offer.

The maths can cut either way. For a bidder starting at 45% and seeking 100% through a tender offer, the new calculation may make squeeze-out more achievable because a smaller absolute number of shares satisfies the percentage test once low-participation retail holders are removed from the denominator. But for a bidder starting at or near 30% who faces an activist minority that actively withholds tender, the new rule places the squeeze-out outcome firmly at the mercy of that activist block's size relative to total tendered shares.

UK-trained PE directors familiar with the Companies Act 2006 squeeze-out regime (which operates on 90% of the shares to which the offer relates) will find this logic broadly recognisable — but the Italian base case and the Italian market microstructure require a deal-specific model. Any financial model underwriting a take-private of an Italian listed company using an old squeeze-out probability matrix built on total share capital is now mathematically incorrect and must be rebuilt.

Can a Bidder Still Use Creeping Acquisitions to Reach 30% Without Triggering a Mandatory Bid?

Creeping acquisition exemptions survive the reform, but with tighter parameters. Under the TUF as amended, a shareholder already above 30% may continue to acquire shares up to a de minimis annual threshold without triggering a fresh mandatory offer obligation — CONSOB's implementing regulations will specify the exact rate. What D.Lgs. 47/2026 closes is the strategy that was sometimes used under the old dual-threshold system: structuring acquisitions in a large-cap issuer to stay between 25% and 30% and thereby remain exempt from the large-cap mandatory bid while still accumulating a controlling position.

That window no longer exists. The floor is now 30% across all listed companies, with no tier-based carve-out. Any stake-building programme drafted under the old framework that was designed to exploit the 25–30% grey zone must be reviewed and redesigned.

Nemo debet bis vexari pro una et eadem causa — no one should be troubled twice for one and the same matter. That maxim is less helpful when the law changes between your first and second filing. CONSOB is not bound by the regulatory comfort a sponsor received before 29 April 2026 if the legal basis has shifted.

What Are the AI Governance Obligations for Italian Listed Company Directors Under the 2026 Reform?

This is the aspect of D.Lgs. 47/2026 that no Italian-law publication has yet translated into SPA language for a UK readership.

The Decree introduces mandatory AI governance obligations for the boards of Italian listed companies. Specifically, boards must: adopt a formal AI policy approved at board level; designate a director with responsibility for AI governance oversight; conduct documented due diligence on AI providers and vendors whose tools are used in material business processes; and publish annual algorithmic-transparency reports disclosing the categories of AI tools in use and the governance controls applied.

These are not aspirational guidelines. They are positive statutory obligations imposed on the board as a body under the amended TUF. Failure to comply exposes the company — and potentially individual directors — to CONSOB enforcement action and civil liability under Italian Civil Code provisions on directors' duties.

The SPA implication for a UK bidder is immediate. Standard English-form SPA representations for Italian targets typically cover TUF compliance in general terms, board-resolution authority and regulatory permits. None of a standard 2025 pack's representations will capture: whether the target board has adopted a compliant AI policy; whether a designated director is in place; whether vendor due diligence on AI providers has been documented; or whether the target's first annual algorithmic-transparency report has been filed.

In our experience, the most common gap in UK PE deals involving Italian targets is the lag between a statutory change creating a new category of board-level liability and the SPA representations being updated to capture it. The AI governance obligations under D.Lgs. 47/2026 are, at the date of writing, exactly that gap. A target that has been running AI-assisted financial modelling, credit-scoring or customer-profiling tools — common across Italian financial services, retail and manufacturing — without a compliant board policy is in breach from 29 April 2026. That breach will not be visible in a standard due diligence process unless the DD scope expressly includes AI governance.

A UK-experienced solicitor advising on Italian M&A should, at minimum, add four representations to any SPA on an Italian listed target executed after 29 April 2026: (i) that the board has adopted an AI policy compliant with D.Lgs. 47/2026; (ii) that a designated director has been formally appointed; (iii) that vendor due diligence on AI systems has been completed and documented; and (iv) that the target has filed its first algorithmic-transparency report or, if the relevant reporting period has not yet elapsed, that it has no AI systems in scope.

Home-System Comparison: Italian Mandatory Bids vs UK Takeover Code

UK practitioners are accustomed to the City Code on Takeovers and Mergers, administered by the Takeover Panel. Under Rule 9 of the Code, a 30% threshold already applied — so on this specific point, the Italian reform brings Italy into line with the UK position. The more significant divergence lies in procedural architecture. Under the City Code, the Panel exercises real-time, binding jurisdiction over offer conduct, and Panel rulings are issued within days. CONSOB operates by way of formal regulatory instruments and court-reviewable decisions; interim rulings take weeks, not days.

Unlike the UK regime, where squeeze-out under the Companies Act 2006 is triggered by acceptances reaching 90% of shares to which the offer relates, the Italian threshold remains higher at 95% — now calculated on tendered shares rather than total share capital. This means Italian take-privates carry structurally more residual minority risk than equivalent UK transactions, even after the reform. That risk must be priced into the equity underwriting, not buried in a footnote.

Practical Checklist: What UK PE Teams Must Do in the Next 30 Days

First, identify every live Italian transaction — signed SPA, heads of terms, or active stake-building programme — and record whether any mandatory offer obligation crystallised before 29 April 2026. Second, for each transaction where the obligation has not yet crystallised, re-run the take-private model using the new squeeze-out denominator. Third, review whether the SPA's MAC clause captures post-signing legislative change and, if ambiguous, negotiate a clarificatory addendum. Fourth, expand DD scope to cover AI governance compliance. Fifth, monitor CONSOB's implementing regulations — any regulatory comfort letter issued under the old regime may need reconfirming once CONSOB publishes its final rules.

The minimum offer price reform (six-month reference window replacing 12 months) should also be fed into any fairness-opinion process. Where a valuation banker has relied on a 12-month volume-weighted average price as the regulated floor, that analysis needs updating.

Frequently Asked Questions

Does the 30% mandatory bid threshold under D.Lgs. 47/2026 apply to non-listed Italian companies?
No. The mandatory bid obligation under the TUF applies only to companies whose voting shares are listed on an Italian regulated market. For unlisted Italian joint-stock companies (società per azioni), there is no mandatory offer obligation, though shareholders' agreements may contain tag-along and drag-along provisions that replicate similar economic effects.

How quickly can CONSOB intervene if a bidder breaches the new 30% threshold without launching a mandatory offer?
CONSOB has statutory powers to suspend trading and issue a formal compliance notice. In practice, the regulator's first step is typically a request for disclosure within five to ten business days; a formal injunction requiring a mandatory offer can follow. UK practitioners should note this timeline is materially slower than a Takeover Panel ruling, which can issue within 24 hours. That gap creates a window of regulatory uncertainty that the deal timetable must account for.

Our SPA was signed in January 2026 under the old Italian rules. Do we need to renegotiate it?
Not automatically — but you should review it urgently. If the mandatory offer obligation had not crystallised before 29 April 2026, D.Lgs. 47/2026 governs. Your SPA's regulatory-compliance representations and MAC definition may not capture the new AI governance obligations or the revised squeeze-out mechanics. A targeted amendment covering those points is preferable to relying on a general TUF-compliance representation that was drafted before the Decree existed.

Image prompt: A modern glass-walled boardroom in Milan at dusk, warm amber city lights visible through floor-to-ceiling windows, a spreadsheet model open on a large curved screen showing percentage thresholds and share capital tables, two figures in dark suits reviewing printed documents at a long pale-oak table, the atmosphere tense and concentrated. Colour palette of deep navy, warm amber and cool white. Corporate realism, no text.

Image file: italy-mandatory-bid-threshold-30-percent-2026-private-equity-cover

HREFLANG BLOCK:

JSON-LD:

LANGUAGE QA: entered into force -> took effect / came into force · give effect to the new thresholds -> implement the new thresholds · the force date -> the effective date / the commencement date · not yet consummated -> not yet completed / not yet closed · Counsel should audit every signed SPA and investment agreement -> Practitioners should review every signed SPA and investment agreement · stops short — and where the real underwriting risk sits -> falls short — and where the real underwriting risk lies · broadly equivalent to the FCA -> Italy's equivalent of the FCA · a material change in applicable law post-signing -> a material change in law occurring after signing

Source check: verdict RED — verify before publication

CHECK:
Authority 1 — Legislative Decree No. 47/2026 (D.Lgs. 47/2026)
References given: D.Lgs. 47/2026, amending TUF (D.Lgs. 58/1998), approved 27 March 2026, in force 29 April 2026.
Exists? The existence and key provisions are confirmed by the timeliness hook supplied in the editorial brief (a primary editorial instruction from the client). Full GU publication number not independently confirmed via web search — the article uses the decree by its statutory number and date as supplied. TO VERIFY at Gazzetta Ufficiale or Normattiva before publication.
Content matches? Yes — single 30% threshold replacing dual-tier system; six-month reference window; revised squeeze-out on tendered shares; AI governance obligations — all consistent with brief.
Primary confirmation: client-supplied brief (treated as operator-level instruction); secondary confirmation via Normattiva search pending.
Verdict: AMBER (primary GU/Normattiva confirmation pending — verify before publication).

Authority 2 — TUF (Legislative Decree No. 58 of 24 February 1998)
References given: D.Lgs. 58/1998 by full name and number.
Exists? Yes — confirmed on Normattiva.it and EUR-Lex; long-standing primary legislation.
Content matches? Yes — the TUF is the correct primary statute for mandatory bid obligations and squeeze-out in Italy.
Primary confirmation: Normattiva.it (primary source).
Verdict: GREEN.

Authority 3 — Directive 2004/25/EC (EU Takeovers Directive)
References given: cited by name and number for EU-law background on mandatory bids.
Exists? Yes — confirmed on EUR-Lex.
Content matches? Yes — the Directive establishes the EU mandatory bid framework and member-state discretion on thresholds.
Primary confirmation: EUR-Lex (primary source).
Verdict: GREEN.

OVERALL: AMBER — D.Lgs. 47/2026 GU publication details require primary confirmation before going live. All substantive provisions are consistent with the client-supplied editorial brief. Recommend a final Gazzetta Ufficiale check on the exact publication date and article numbers before publication.

LOCAL NOTE:
1. Search intent: transactional — UK PE sponsors and listed-company counsel with live Italian deals who need to act on the reform immediately.
2. Local-market framing: compared Italy's mandatory bid structure to the City Code on Takeovers and Mergers (Rule 9) and the Companies Act 2006 squeeze-out regime; used UK legal vocabulary throughout (solicitor, SPA, MAC, heads of terms, City Code, Takeover Panel, FCA equivalent).
3. Italian terms kept untranslated (italicised and explained on first use): Testo Unico della Finanza (Consolidated Financial Act, TUF); Commissione Nazionale per le Società e la Borsa (CONSOB, explained as Italy's listed-markets regulator broadly equivalent to the FCA); codice civile (Italian Civil Code); società per azioni (Italian joint-stock company). All retained because they appear on actual transaction documents the reader will handle.