Cross-Border M&A: How to Do Deals in Italy with Mauro Sambati and Donato Romano

Mar 5, 2026

Mauro Sambati, Partner at Gianni & Origoni with deep experience advising foreign buyers in Italy, and Donato Romano, Partner focused on cross-border structuring and regulatory clearance, unpack cross-border deals in Italy. They discuss Italy's Golden Power and timing, strict labor law implications, cultural negotiation differences across buyers, lockbox versus closing accounts, and structuring minority protections.

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INSIGHT

Golden Power Is A Expanding FDI Gatekeeper

Italy's Golden Power (FDI) lets the government review transactions in strategic sectors and has expanded widely since 2012.
Buyers should expect filings, evolving sector lists, and sequencing with EU merger clearance before closing.

ADVICE

Make Golden Power A Preclosing Condition

Treat Golden Power filings as a condition precedent and start the regulatory review during due diligence.
Mauro Sambati recommends parallel preparation of antitrust and Golden Power documentation and waiting for authorizations before closing.

INSIGHT

Buyer Nationality Predicts Deal Rhythm

Different buyer nationalities show distinct deal rhythms: Japanese seek consensus and move slowly; Koreans oscillate fast then silent; UK buyers are formal and orderly; US buyers prioritize speed.
These patterns affect negotiation pacing, meeting frequency, and who needs to be present.

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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.

What You'll Learn in This Episode

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

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

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Episode Chapters

[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.