Italy: 意大利企业并购

Last Updated: 17 April 2019
Article by Arnone & Sicomo

意大利企业并购:企业家并购指南  

现时代的持续增长不仅是社会的增长,也是企业的增长:企业并购这种现象变得愈加频繁。

一家企业的发展可以通过如下方式:

1. 一家企业购买另一家企业的资产,以获得对该企业的控制权;

2. 多企业的收购或者另一家企业的 特殊部的收购;

3. 通过其他合同种类 获得对一家企业的控制权。

在其他情况下,想发展的企业也可以与另外一家企业进行一种"富有成效"的合作,还可以购买另一家经营于个好金融领域中的企业股票。

业并购:并购程序 中的有关各方 

一家企业在并购程序中,为了获得对另外一家企业(也称"目标公司")的控制权,有关各方如下:

1. 卖方合作伙伴,指买方企业与卖方合作伙伴进行并购谈判;

2. 标公司,指买方企业可以与目标公司签订合同,合同目的在于收集目标公司的资料进行尽职调查;

3. 顾问,指介入并购经营的顾问,为一方提供经济或法律意见,也会提供其他服务(例如审计、就业意见等)。不过,主要顾问服务包括经济与法律意见。

顾问的职责不同:对目标公司的研究、兼并公司在收购程序中的协助、与目标公司的关系管理、谈判管理、经济财政风险的评估。

4. 其他各方,也称为第三方,可以成立不同类型的合同。

经常发生的是,必须与标公司的领导人或与为兼并公司提供交易所需资金的银行或第三方达成协议,以完成收购程序。

意大利企业并购:诉讼与并购合

购一家意大利公司的过程包括不同阶段:公司决定收购目标公司、收购协议,还包括不同文件与手续。这些阶段在最复杂情况下多一些。

详细地说,这些阶段可以概括如下:

1. 谈判、磋商以及关于收购目标公司的控制权或全股本的内部决定阶段;

2. 备一个或多个收购项目的草稿。在收购程序中交换的不同草稿是产生临时效力的文件,因此它们必须被限定为"合同前谈判";

3. 各方之间的协议:订立收购协议主体的沟通;各方与顾问之间沟通方法的协议;谈判地点的协议;期限与条件的协议;谈判的独家经营协议;应用于谈判的法律协议;隐私协议;向目标公司的尽职调查;谈判所需费用的协议;选择仲裁机构在争端发生时决定的协议。

4. 购合同的签署;

5. 卖方和买方起草和签署的 备忘录,为了核实各项协议的履行情况和收购合同下条件的履行情况。

收购经营的目的往往在于建立一家新特设公司 (newco)。

意大利企业并购:尽职调

尽职调查的工具在企业收购过程中是关键,通过该工具一家公司能够获得目标公司的所有必要的和有用的信息,以避免与收购程序有关的风险。

通过尽职调查,潜在买方可以核实:(a)在初步阶段双方所确定价格的正确性;(b)请求适当担保的可能性;(c)放弃谈判的可能性;d)目标公司优点或弱点的存在。

如果您想收到更多关于企业并购的信息或者您寻求一家公司的尽职调查, 点击这里

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