The financial regulation of Italian special purpose acquisition companies

SPACs have enjoyed, at least for some time, a fair degree of success in the Italian market. As in other jurisdictions, the relationship between the SPAC structure and financial market legislation is rather intricate: some areas of the financial regulation are potentially applicable to SPACs, while others are not. In some instances, SPACs simply fall outside the scope of certain areas of the financial and capital markets legislation; in other instances, they benefit from specific exemptions from certain provisions; and finally, they may be entirely subject to certain types of regulation. In particular, it is worth considering the following areas: (i) the relationship between SPACs and the regulation of undertakings for collective investment, which arises, in Italy, from the implementation of the AIFM Directive; (ii) the relationship between SPACs and the prospectus regulation; (iii) the regulation of trading platforms and SPACs, with particular attention to the AIM experience; (iv) the regulation of corporate governance of listed companies and SPACs; (v) the peculiarities of SPACs vis-à-vis other similar regulated vehicles (including private equity funds, club-deals, family offices, etc.). For each of these topics, this chapter will discuss how, and to what extent, SPACs are ultimately subject to the related relevant provision, or are excluded from it, and how they have actually developed their "regulatory" strategies in approaching the Italian market. Subsequently, this study will perform a quantitative analysis of Italian SPACs from January 2010 to December 2020, drawing some considerations and comparing their key characteristics with those of US SPACs.