Dr. Valerio Locatelli (Partner & Co-Founder) spoke on stage to represent the company M&L Consulting Group, who made a speech on the interesting topic of earn-out clauses in the context of M&A operations.
 

Below there is a brief fragment of Dr. Valerio Locatelli's speech:

 

“With the earn-out clauses, alongside a fixed part of the price normally paid on the sale, a variable, future and uncertain part of the price is also envisaged, linked to specific economic and financial objectives to be achieved in the years following the sale. This prediction, on closer inspection, has a double meaning: if the role of buyer is covered, the risk is limited, in the case of a seller, the entrepreneur is allowed to remain involved in the company's growth even after his exit from the capital.

On the tax front, the part of the variable price obviously integrates the part of the fixed price and consequently the amount of the capital gain to be taxed which, in the case of the sale of shareholdings held by natural persons, is subject to a substitute tax of 26 %. There is an institute introduced in 2001 and reproposed numerous times which allows to reduce the tax impact of the taxation of the capital gain. This is the revaluation of the shares held by natural persons which allows, through the payment of a substitute tax, to revalue the tax cost of the shares in order to reduce or even break down the capital gain to be taxed."