Earnouts: common practice and pitfalls

Mauro Sambati, Partner – Gianni & Origoni

Donato Romano, Partner – Gianni & Origoni

Italy remains one of Europe's most attractive markets for foreign investment. But cross-border deals in Italy are shaped by regulatory scrutiny, strict labor laws, and unique cultural dynamics that many investors underestimate.

In this episode, Mauro Sambati and Donato Romano, Partners at Gianni & Origoni, explain what it truly takes to structure and close successful transactions in Italy.

• Why Golden Power must be structured as a condition precedent before closing
• How strict Italian labor laws impact asset deals and post-closing restructuring
• The differences in negotiation styles between US, UK, Japanese, and Korean buyers
• How minority governance protections are typically structured in Italy
• The evolution from closing accounts to lockbox pricing mechanisms

This episode offers a practical perspective for M&A leaders navigating complex decisions where clarity and conviction matter as much as valuation.

Listen to the full episode to learn how strategic focus can define billion-dollar outcomes.

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If you're structuring a cross-border deal in Europe, the Hub has practitioner-built playbooks and AI-assisted deal guidance to help you navigate regulatory clearance sequencing, minority governance, and founder transition dynamics. Become an M&A Scientist at www.mascience.com/membership

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This episode is also sponsored by DealRoom

DealRoom's State of M&A Report gives you data to back up your M&A priorities.

The State of M&A Report reveals the gap between what teams think matters and where the real bottlenecks are.

Download it now to get expert insights: https://hubs.ly/Q03ZxRvD0

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[00:02:59] Guest Backgrounds & Italian Legal Market – Introduction to the partners at GOP and how Italy's full-service law firms support cross-border buyers.

[00:08:47] Lessons from Early Cross-Border Deals – Why negotiation strategy, communication, and cultural awareness matter more than technical drafting.

[00:11:03] Golden Power Regulations Explained – How Italy's FDI regime works, what sectors trigger review, and how geopolitical shifts expanded scrutiny.

[00:17:40] Managing Regulatory Risk & Deal Timing – Practical steps for foreign buyers to navigate filings, conditions precedent, and approval timelines.

[00:21:54] Cultural Differences in Buyer Behavior – How Japanese, Korean, UK, and US acquirers differ in speed, hierarchy, and decision-making.

[00:29:46] Common Pitfalls for US Buyers in Italy – Employment law constraints, founder influence, and the risks of moving too fast post-acquisition.

[00:35:40] Deal Sourcing in Italy – The shift from investment bank–led processes to lawyer-driven origination and evolving private equity activity.

[00:42:20] Lockbox vs. Closing Accounts – How Italian deal structures have evolved, why private equity favors lockbox, and the mechanics behind each method.

[00:48:50] Earnouts & Governance Tensions – Structuring short-term earnouts, aligning incentives, and balancing control with seller protections.

[00:57:35] Labor Law & Retention Realities – Why layoffs are complex in Italy, union consultation requirements, and the cultural importance of employee continuity.

[01:03:08] The Craziest Thing in M&A – An Italian founder let employees vote on the preferred buyer, choosing cultural fit over a higher private equity offer.