Editorial note

Not a textbook.

M&A textbooks already exist, often excellent, and are almost always written by academics, practitioners from large international law firms, or Anglo-Saxon investment banks. This book does not aim to compete with those texts. It aims to do something else: to describe where, in real practice, the M&A process actually breaks.

The volume is not meant to be read in sequence. It should be consulted by chapter, depending on the moment in the process. Chapter 1 is useful before opening a mandate; Chapters 2, 4, 5 and 8 during the negotiation phase; Chapter 6 for those building the funding stack; Chapters 7 and 9 after signing. Chapter 3 should be read twice. Chapter 10 is the premise of all the others.

— From the Preface

Contents

The ten mistakes, in process order.

From before the mandate to ninety days after closing.

Going in without a real industrial thesis

The mistake that precedes all others: the deal has a direction, but lacks a thesis.

p. 8

Confusing price, value and structure

The EV/EBITDA trap: what you actually buy, and what it costs to align it later.

p. 18

III

Neglecting cultural due diligence

People, incentives, decision-making patterns — the side Anglo-Saxon frameworks don't look at.

p. 33

Letting the other side control the SPA first draft

Whoever drafts first negotiates from a position of strength — always. How not to lose it.

p. 44

Designing the earn-out badly

The mechanism meant to reduce conflict, and almost always amplifies it in the next twenty-four months.

p. 57

Overstating financial coverage

Bridge, mezzanine, cov-lite — where Italian structures break when the market tightens.

p. 70

VII

Mistiming the communication

Management, banks, key clients, regulators — who to inform, in what order, with what words.

p. 85

VIII

Overlooking change-of-control clauses

Key contracts, financings, joint ventures — what triggers automatically on the day of closing.

p. 100

Treating post-closing as an afterthought

The first ninety days decide seventy per cent of the value created — or destroyed — in the entire deal.

p. 115

Choosing the wrong advisor

The mistake that amplifies the other nine. A selection scorecard, written by someone on the other side of the table.

p. 131

Francesco Saverio Canepa - editorial portrait, M&A Advisor

The author

Twenty years protecting value — not narrating it.

Francesco Saverio Canepa is an independent M&A advisor with twenty years of practice and over eighty extraordinary finance transactions managed. He operates through a bilateral Italy–USA structure: personal mandates, a contained number of active dossiers (five to ten simultaneously), long-term relationships measured in years. He has assisted foreign institutional investors entering the Italian market, supported listed SMEs accessing alternative capital instruments (equity commitment facilities, put options), held independent director roles in large-cap and AIM listed companies, and participated directly in industrial rescue operations — including, not least, that of the historic Italian brand Borsalino. He has published six volumes on extraordinary finance and venture capital, distributed in Italian and English on Amazon Italy and USA. His practice is dedicated to the Italian mid-market and to cross-border transactions between Europe and the United States, with particular focus on special situations, NPLs and the integration of generative artificial intelligence into M&A processes.

The material in these pages was not theorized: it was observed at the table, in data rooms, in boardrooms, in the closed-door meetings where the deal is actually decided. — From the Preface

More details on professional profile, selected track record and other publications.

20+

Years of practice

80+

Transactions managed

15+

Years longest mandate

5–10

Active dossiers

Ten mistakes that destroy value in M&A deals.