“Unicorn” companies startups that reach a valuation of at least USD 1 billion remain relatively few in Italy.

However, the market is evolving, and so is the role of legal counsel.

The emergence of new companies reaching unicorn status, together with the growing presence of international investors, reflects an Italian technology ecosystem that is increasingly capable of attracting capital and competing beyond national borders.

From a legal perspective, one point is worth clarifying: “unicorn” is not a legal status or qualification, but rather an economic and financial definition based on a company’s valuation.

The real legal transformation therefore takes place before and throughout the growth phase.

When a startup opens its capital to new investors, increases the number of shareholders, or prepares to operate across multiple markets, its governance framework must be capable of keeping pace with the increasing level of complexity.

Shareholders’ agreements, investor rights, capital increases, management incentive schemes and potential exit strategies all begin to play a central role.

The same applies to intellectual property.

For a technology company, software, algorithms, data, licences and know-how are not merely business tools: they may represent a significant portion of the company’s value.

These are precisely the areas that investors will scrutinise closely in connection with a new funding round or during due diligence.

This is complemented by regulatory compliance, which varies depending on the specific activities carried out by the company.

For companies that develop or use artificial intelligence systems, Regulation (EU) 2024/1689 – the AI Act – now applies, introducing different obligations depending, among other factors, on the role of the operator and the risk level of the system.

Growth does not simply mean raising more capital. It means equipping the company with a corporate, contractual and regulatory framework capable of supporting a more complex and structured business.

From this perspective, the role of legal counsel is not limited to intervening when a problem arises. It also means building, in advance, a corporate, contractual and regulatory structure capable of supporting the next funding round, market expansion or corporate transaction.

Because a startup can become a unicorn very quickly.

Its legal structure must be ready to scale just as quickly.

The Law Firm advises startups, founders and investors throughout the various stages of growth and remains available to provide further guidance and support.