Clifford Chance
Additional Report Required For Leveraged Buy-Outs?
26 May 2011
On 5 April 2011, the Milan Council of Notaries published its Massima 118
("Precept 118"), and in doing so has effectively ended a longstanding
debate associated with LBOs of unlisted companies. Precept 118 addresses
transactions in which shares in neither the purchaser nor the target are
listed or held to a material degree by the general public, and comments as
to whether a merger scheme drawn up in connection with such a leveraged
buy-out requires the preparation of a report from an auditor.
Such a report is now always required, according to the Milan Council of
Notaries, except in the largely theoretical case where both companies are
not joint stock companies, but rather are limited liability companies without
shares (società a responsabilità limitata), and have not appointed a board of
statutory auditors.
