The American market offers extraordinary opportunities for Italian companies seeking international growth. Whether acquiring a competitor, a strategic supplier, or a tech startup, cross-border M&A transactions require specific legal preparation.
Due diligence in the U.S. is a more extensive process than in Italy. Beyond the standard financial and tax review, it is essential to verify compliance with federal and state regulations, employment contracts (often at-will, but with important exceptions), intellectual property, and potential litigation exposure — a particularly high risk in the American legal system.
An often-overlooked aspect is CFIUS (the Committee on Foreign Investment in the United States). For acquisitions in sensitive sectors — technology, infrastructure, personal data, defense — CFIUS may require a review of the transaction and, in extreme cases, block it entirely. Assessing early whether your deal could trigger this scrutiny is critical to avoiding delays or surprises.
The deal structure deserves particular attention. Asset purchase vs. stock purchase have radically different tax and legal implications. An asset purchase allows you to select which liabilities to assume and offers tax advantages (step-up in basis), but may require third-party consent for the transfer of contracts and licenses.
Finally, do not overlook post-closing planning: team integration, contract harmonization, compliance with U.S. employment law, and managing cultural differences in corporate governance.
A well-structured cross-border M&A transaction requires a legal team that understands both legal systems and can navigate the complexities of each.
? Considering an acquisition in the U.S.? We can guide you through every phase, from due diligence to closing.
