Andrea Lovisatti is a licensed Dottore Commercialista and former Equity Partner at Ernst & Young (EY), where he led the Italian Desk in New York. With over 30 years of hands-on experience advising multinational groups and private equity firms, he specializes in one specific challenge: helping foreign organizations exit, downsize, restructure, or transfer their Italian operations. His mandate covers the full spectrum — from negotiated business transfers and cross-border M&A to voluntary liquidations and workforce restructurings — always managed under a single point of accountable leadership.

When a multinational group decides to exit or restructure its Italian operations, the typical response is to engage a labor lawyer, a tax advisor, a corporate attorney, and a local accountant — all working in parallel, all billing independently, and none of them accountable for the outcome as a whole. Lovisatti replaces this fragmented model with a single executive mandate. He coordinates all disciplines — legal, tax, labor, regulatory, and operational — under one point of control, reporting directly to Global HQ. This eliminates the "consultancy drift" where costs escalate, timelines slip, and no one owns the result.

There is no single answer — the optimal route depends on the financial condition of the Italian entity, the strategic objective of the parent, and the interests of employees and creditors. The main options are: (1) a voluntary dissolution and liquidation under Article 2484 of the Italian Civil Code, appropriate when the entity has no ongoing commercial value to transfer; (2) an asset deal, where the business, equipment, customer contracts, or IP are sold to a third party while the legal shell is wound down separately; (3) a share deal, where ownership of the Italian entity is transferred to a buyer, who assumes all historical liabilities; and (4) a cross-border business transfer, where operations are relocated to another jurisdiction through a going-concern transfer or a cross-border merger. Lovisatti's first mandate is always to map these options and recommend the path that maximizes recovery and minimizes parent company exposure.

An independent CRO provides a non-conflicted buffer between the parent company and local Italian stakeholders — creditors, employees, trade unions, and the Agenzia delle Entrate. Unlike internal management, who carry organizational conflicts and reputational exposure, an independent executive absorbs the procedural legal liabilities of the process and executes with objective distance, ensuring full compliance with Article 2484 of the Italian Civil Code and all subsequent obligations. This structure also protects the group's global brand and reputation during a sensitive operational transition.

A voluntary liquidation under Articles 2484-2496 of the Italian Civil Code is the appropriate route when the entity is solvent, has no viable business to sell, and the parent simply wants a clean, compliant close. It is the most controlled and legally definitive option, but it requires patience: Italian liquidations typically take 12 to 36 months depending on the complexity of the balance sheet, open tax positions, and pending litigation. It is the wrong choice when there is transferable going-concern value — in that case, a liquidation destroys value that an asset deal or business transfer could capture.

Not every Italian operation needs to be shut down completely. In many cases, Global HQ wants to reduce headcount, close a production site, or exit a specific business line while maintaining the Italian legal entity and some level of local presence. This partial restructuring is in some ways more complex than a full closure: it requires a surgical approach to labor law — triggering collective dismissal procedures under Law 223/1991 only for the affected population — while simultaneously managing the operational continuity of the surviving business. Lovisatti designs and executes this kind of partial wind-down, including the decommissioning of individual production sites, the renegotiation of leases and supplier contracts, and the reallocation or disposal of assets, without disrupting the ongoing Italian operations.

When a foreign parent company decides to divest its Italian operations — whether through a share deal, an asset deal, or a combination of the two — the transaction requires a level of local coordination that neither remote HQ management nor a single-discipline advisor can provide. Lovisatti acts as the on-the-ground transaction lead on behalf of the seller, managing the full process from initial preparation through to closing. This includes: preparing the Italian entity for sale by cleaning up the balance sheet and resolving open tax positions; coordinating the data room with all Italian-specific materials including corporate books, Registro delle Imprese filings, tax returns, labor registers, real estate titles, and environmental permits; managing local legal and tax counsel throughout the process; and leading the union consultation under Article 47 of Law 428/1990 when employees are involved. A foreign seller faces a specific risk in Italian M&A: sophisticated buyers use undisclosed TFR provisions, open transfer pricing exposures, and pending tax assessments as negotiating leverage. Lovisatti's role is to identify and resolve these issues before they become price chips in the buyer's hands, and to ensure that representations and warranties in the sale agreement accurately reflect the Italian legal and tax reality.

A share deal transfers the entire Italian legal entity — including all historical tax liabilities, pending litigation, labor disputes, and environmental obligations — to the buyer. Key due diligence priorities in Italy are: open tax assessments (accertamenti fiscali), undisclosed payroll liabilities, provisions for employee severance (TFR — Trattamento di Fine Rapporto), transfer pricing documentation gaps, and any environmental liabilities attached to production sites. The price must reflect these exposures. Lovisatti advises both sellers structuring the exit and buyers requiring independent financial and tax due diligence before committing to an acquisition price.

Italian labor law is among the most protective in the EU. In any transfer of a business unit involving employees, Article 47 of Law 428/1990 requires a formal consultation with trade unions before the transaction closes. In a full closure or collective redundancy, Law 223/1991 applies — a procedure involving written notice to the unions and the Ispettorato Territoriale del Lavoro, a mandatory examination period of up to 75 days, and structured severance negotiations. Failure to comply precisely exposes the parent company to reinstatement orders and protracted litigation. Lovisatti personally leads these negotiations, maintaining employee relations and operational continuity through the transition — a capability that neither a law firm nor a financial advisor alone can provide.

Closing a production facility in Italy involves obligations that extend well beyond the corporate and labor dimensions. Environmental liabilities represent one of the most underestimated risks: under the "polluter pays" principle embedded in Italian environmental law (Legislative Decree 152/2006), the company — and potentially its directors — can be held liable for soil contamination, waste disposal, and remediation costs that were never reflected on the balance sheet. Lovisatti manages the full decommissioning process: asset inventory and disposal, lease termination and reinstatement obligations, coordination with environmental consultants for site assessments, regulatory filings with local authorities, and the removal or transfer of plant and machinery. These obligations must be scoped and budgeted before the exit decision is communicated, not after.

The tax profile of an Italian exit depends entirely on the chosen route. A share deal at the entity level generates a capital gain potentially 95% exempt under the participation exemption (PEX) regime if the conditions of Article 87 TUIR are met. An asset deal triggers IRES at 24% on the realized gain, plus potential IRAP exposure. A cross-border business transfer activates the exit tax under Article 166 TUIR on unrealized gains in assets and functions leaving Italy. In all cases, intercompany positions — loans, receivables, guarantees — must be unwound carefully to avoid reclassification as taxable income under Article 88 TUIR. Lovisatti structures the full tax profile of the exit before the transaction is executed, not after.

When an Italian entity transfers its tax residence abroad, or moves specific assets, functions, or risks out of Italy, Article 166 of the TUIR imposes an exit tax on unrealized capital gains accrued in Italy. This applies to transfers of going-concern value, intangible assets, IP, and key functions. EU law (the Anti-Tax Avoidance Directive — ATAD) provides for installment payment over five years when assets move to EU or EEA jurisdictions, avoiding immediate cash taxation. Lovisatti provides the valuations, the legal structuring, and the tax documentation required to manage this exposure within compliant boundaries — ensuring the transfer is defensible before the Agenzia delle Entrate.

Cross-border transfers of intangible assets — including customer lists, trademarks, know-how, and proprietary technology — must comply with the arm's length principle under Article 110(7) TUIR and the OECD Transfer Pricing Guidelines. Lovisatti applies recognized valuation methodologies, including the Multi-Period Excess Earnings Method (MPEEM) and the Relief-from-Royalty method, to produce documentation that withstands scrutiny from the Agenzia delle Entrate and prevents transfer pricing penalties or adjustments. Robust transfer pricing documentation is a prerequisite, not an afterthought, in any cross-border Italian exit.

Yes. The final liquidation phase of an Italian company frequently generates significant trapped VAT credits and income tax receivables (IRES/IRAP), particularly in capital-intensive subsidiaries with prior-year losses or significant input VAT positions. Lovisatti manages the complete cycle of final liquidation tax returns (dichiarazioni di liquidazione) and formal refund applications to the Agenzia delle Entrate, ensuring these assets are either refunded in cash or correctly transferred to the parent group through compliant mechanisms. Recovering these credits is a material component of the total terminal value of any Italian subsidiary wind-down and should be planned from the outset, not discovered at the closing stage.

Large advisory firms provide technical depth but struggle with the accountability and hands-on execution that Italian exits demand. Internal conflicts of interest — particularly when the same firm advises multiple parties or has existing relationships with Italian counterparties — can further impair objectivity. Lovisatti brings the same technical standard as a Big Four engagement, having been an EY Equity Partner himself, but with the personal accountability of an independent lead who manages the process end-to-end: from the opening board resolution to the final cancellation at the Registro delle Imprese, including the union table, the tax filings, and the creditor negotiations in between.