Italian Tech Alliance in collaboration with the law firm PedersoliGattai and Growth Capital presented the new standard ESOP (employee stock option plan) regulation model for innovative start-ups and SMEs. The model is the result of a working roundtable involving lawyers Gregorio Lamberti (PedersoliGattai), who coordinated the project, Francesco Torelli (Alpeggiani Avvocati Associati), Sara Zanella (Studio SAT), Alberto Elmi (CRCCD), Marco Cardaci (Sazalex), Francesca Redoano (Bird&Bird) and Gabriel Zurlo Sconosciuto (Lexia).
The ESOP is an incentive plan that allows the employees of a company to buy shares/stock in the company at a fixed price after a certain period of time. It is a tool designed to involve employees in the growth of the company, making them participate in the economic results and the increase in value over time. Options are usually granted with a vesting mechanism, i.e. they mature gradually over years, to encourage talent to stay with the company. The terms of exercise, such as price, timing and exit clauses, are governed by a specific contractual document. ESOPs are particularly suitable for the start-up and tech world, where human capital is central and often not replaceable. For the company, they represent a way to attract and retain qualified professionals even in the very early stages of growth where financial resources are limited.
The new standard ESOP settlement model represents a step forward for the Italian innovation ecosystem, because it offers innovative start-ups and SMEs a practical and accessible tool to attract and retain talent through equity incentive plans. It was a long process shared between the association’s legal activities and the various associated firms, and was designed with the aim of simplifying the adoption of ESOPs by reducing time, costs and operational complexity so that these tools can be truly within the reach of all Italian innovative entrepreneurial realities.
The new ESOP model is part of the standardisation process initiated by the Italian Tech Alliance, which has already produced reference tools such as the SAFE (simple agreement for future equity) model and the term sheet for Serie A rounds. All materials, including the newly presented ESOP regulation, are available and can be downloaded free of charge on the association’s website.
The presentation of the new model was coordinated by Lucia Occhiuto, Head of Legal & policy of Italian Tech Alliance, who discussed the technical, legal and strategic aspects with Gregorio Lamberti (senior associate, PedersoliGattai), Fabio Mondini De Focatiis (founding partner, Growth Capital), Carlo Andrea Curti (partner, Di Tanno Associati), Fabio Ugolini (CEO and co-founder, TrueScreen), Gregorio Marini Clarelli (alternative investments director, PFC) and Antonella Beltrame (co-founder, board member & investment director, Indaco Venture Partners). The discussion offered concrete insights on how to implement an effective ESOP and what are the best practices to enhance human capital in high-growth contexts.
“With this initiative, the Italian Tech Alliance confirms its commitment to fostering the growth of tech entrepreneurship in Italy, facilitating the adoption of evolved and accessible tools, in line with international best practices,” says Francesco Cerruti, general manager of the Italian Tech Alliance, in a note. “The adoption of incentive tools is crucial to make our tech ecosystem more competitive and to attract high-profile talent to Italy. With this standard model, we want to provide start-ups and SMEs with a tool that is immediately applicable, legally sound and perfectly aligned with market needs’.
“L’employee stock options plan – dice Occhiuto – represents a strategic tool for attracting and retaining talent within start-ups and scale-ups. Through the granting of options to purchase shares or stock at particularly advantageous conditions, and thanks to favourable tax treatment provided by Italian law, the ESOP is confirmed as a key competitive lever. The introduction of a standard ESOP Regulation model marks an important step to strengthen the competitiveness of the Italian innovation ecosystem, in line with the European Commission’s guidelines contained in the ‘Startup and Scaleup Strategy’ of 28 May 2025. In this context, the standardisation of contractual documents and the harmonisation of policies, regulations and tax and contribution regimes are key elements for building the single market for innovation and facilitating cross-border investments between Member States’. (Photo by Jakub Żerdzicki on Unsplash)
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