Open S.r.l. and Growth Markets for SMEs: Between Market Openness and the Resilience of the Codified Model (Orizzonti del Diritto Commerciale)

Summary

• Italian SMEs face structural undercapitalization, maintaining average equity ratios below 30%, whereas Northern European economies exceed 40-45%.p.2
• Euronext Growth Milan raised over €15 billion through 85 IPOs between 2020 and 2024.p.34
• The number of listed issuers on Euronext Growth Milan expanded from about 180 in 2015 to about 210 in 2024, despite an annual voluntary delisting rate of 3-4%.p.35
• Annual direct compliance, reporting, and advisory costs for an SME listed on Euronext Growth Milan range between €150,000 and €400,000.p.37

Key insights

1. Structural undercapitalization leaves Italian SMEs heavily reliant on short- and medium-term bank credit, limiting R&D and cross-border expansion.p.3
2. Legislative reforms gradually opened private limited companies (s.r.l.) to public equity offers, standardized quota categories, and dematerialization.p.5
3. Italian Capital Law allows SME s.r.l. companies to dematerialize quota categories via centralized book-entry settlement under Article 83-bis TUF.p.5
4. EU Regulation 2020/1503 caps individual crowdfunding offer amounts at €5,000,000 per project owner.p.14
5. Governance practices on Euronext Growth Milan show that 96% of listed SMEs appoint at least one independent director to their board.p.36
6. Broad interpretation of inside information disclosure under the EU Market Abuse Regulation creates disproportionate compliance costs for SME issuers.p.37
7. High recurring listing fees, illiquidity on secondary markets, and depressed equity valuations drove 24 voluntary delistings on Euronext Growth Milan in 2023.p.38