European Network webinar on “FDI screening in Europe: trends and challenges”, 24 November 2020

On November 24, 2020 Chiomenti, with leading law firms Partners Cuatrecasas, Gide Loyrette Nouel and Gleiss Lutz, and Partner Andrea Sacco Ginevri attending as speaker, has held a webinar on “FDI screening in Europe: trends and challenges”.

The webinar was focused on foreign investment control (FIC) in Europe, particularly in France, Italy, Germany, Spain and Portugal.
Ugo Bassi (Director of Financial Markets, DG FISMA at European Commission), Alexander Schwarz (Gleiss Lutz managing partner), Guillaume Rougier-Brierre (Mergers & Acquisitions Gide partner), Jacob von Andreae (Gleiss Lutz partner), Andrea Sacco Ginevri (Chiomenti partner), Mariana Norton (Cuatrecasas partner) and Soraya Sáenz de Santamaría (Cuatrecasas partner) has provided the participants with the current outlook, trends, and main challenges regarding cross-border M&A transactions.

Referring to Italian market, Andrea Sacco Ginevri focused on some key topics:

In Italy FDI screening regulation applied in several transactions, both in tender offers and in M&A deals. In both cases, market players are identifying standard contractual provisions aimed at addressing between the parties costs, undertakings and timing of the governmental greenlight, as well as the risk of measures which could impact on the transaction outcome.

Referring to recent professional experience on cross-border transactions:
Since prefilings are not allowed by the Italian law, having good contacts and experience in this field could improve the chances of the client to get its formal greenlight in a short period of time. In the M&A practice the risk of hostile measures by the Government is now addressed with contractual provisions mirroring the antitrust clauses, which leave to the buyer the final decision to close or not the acquisition depending on the final outcome of the FDI process.

Referring to the most common outcomes of FIC procedures started in the Italian jurisdiction:
The Italian Government generally does not veto the transaction while it imposes prescriptions and conditions which could also impact on the permanent governance of the target strategic companies, such as the appointment of independent directors, periodical reporting obligations, limits in the business operations, and other commitment that could affect a free management of the company by the controlling shareholder/directors.