Targeting Italy - The Structural And Legal Framework For The SME Acquisition Boom In 2025
In 2025, there was a noticeable increase in the interest of strategic and financial investors in Italian small and medium-sized enterprises (SMEs). Behind the increase in transaction activity are not only cyclical factors, but also longer-term structural processes that require new interpretative and contractual approaches from a legal perspective.
Generational change and ownership restructuring as acquisition drivers
A significant part of the Italian SME sector is family-owned, which is coupled with an increasing generational pressure in recent years. The lack of an appropriate succession strategy and the associated organisational and management risks often lead to a willingness to sell. The increase in structured M&A is not surprising in this environment, especially in the industrial regions of northern Italy (Lombardy, Veneto, Emilia Romagna).
Transactional motivations and risks
The Italian SME sector has become a strategic target for international investors not only because of its competitive valuations, but also because of the EU and Italian support mechanisms that boost its structural growth potential, in particular the programmes to promote green transformation and digital upgrading. However, the following factors require particular care when preparing acquisitions:
Regulatory and licensing compliance - including competition, industrial and environmental regulations,
Ownership and legal documentation due diligence, with particular attention to hidden syndicate agreements, pre-emption rights and other ownership entitlements,
Mapping of labour law and collective bargaining structures, which also have an impact on the legal obligations of post-takeover operations.
The role of legal advice in the safe and secure conduct of transactions
In cross-border M&A transactions, the focus is on thorough legal due diligence, the precise development of the SPA's risk-sharing logic and the incorporation of legal safeguards that fit the financing and governance structures. It may also be necessary to:
professional coordination of Italian company law and licensing procedures,
review of operating licences, industrial property rights or conditions for the use of premises,
and legal support for post-transaction integration steps (compliance, data management regulations, management contracts).
Our law firm's international M&A experience
Dr. Árpád Vásárhelyi Law Office provides targeted advice on international M&A transactions, with a particular focus on the legal and regulatory background of SME acquisitions in Italy. Since its inception, the firm has been involved in a number of cross-border transactions, including due diligence, contract structuring and coordination of clearance and filing obligations.
