Covenants | Italy | Global Private M&A Guide - Limited External Content

Is a noncompete common?

Frequency/market practice: Fairly common.

Is it common to use waterfall or blue pencil methods to interpret contractual provisions?

Frequency/market practice: Fairly common; waterfall provisions are common.

Are nonsolicitation provisions (of employees) common?

Frequency/market practice: Fairly common (in conjunction with noncompete).

Are nonsolicitation provisions (of customers) common?

Frequency/market practice: Fairly common (in conjunction with noncompete).

Are seller restrictions usually imposed on the target business between signing the purchase agreement and closing?

Frequency/market practice: Fairly common.

Is there broad access to books, records and management between signing and closing?

Frequency/market practice: Fairly common; it depends on the sophistication of the parties. Usually, private equity sellers resist and limit for transitional purposes only. There are competition law issues around potential "gun-jumping."

Is it common to update warranty disclosure or notify of possible breach?

Frequency/market practice: Updating warranty disclosures is rare. A notification of a possible breach is also rare. In cases of a material breach, there is a right to terminate.

Global Private M&A Guide - Limited External Content

Italy

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