Why the alternative fund option is the most advantageous route for club deals

The world of club deals is going through a turbulent phase. In recent years, in a market asphyxiated on the listing front, club deals have been a mode of direct investment in unlisted companies made by a group of private individuals with a shared vision (sometimes with a financial sponsor) to inject risk capital into an SME and achieve capital gains through the exit.

Among the reasons for the success is certainly the possibility to access opportunities perceived as 'exclusive' that concern SMEs in development stages before the eventual listing on the stock exchange. In 2024, almost 8% of private equity deals were realised through club deals.

Now, however, 'the squeeze brought about by the Budget Law 2026 on dividends and capital gains for family holding companies, family offices and club deals,' emphasises Stefano Massarotto, partner of the tax law firm Facchini Rossi Michelutti, 'causes multiple economic taxes on corporate profits. In essence, the new rules would penalise many investment vehicles, particularly those that bring together groups of entrepreneurs or families that often hold minority stakes but play a decisive role in the financing of target companies. In this context, the Fia (alternative investment funds) option is advancing.

"Investment through holding companies is penalised for investments in shareholdings below certain limits," details Pasquale Salvatore, partner PwC Tls Tax. "In fact, the 95% exclusion regime for dividends and the 9% exemption for capital gains remains applicable only to shareholdings not lower than 5% or in the case of holding shareholdings with a tax value not lower than EUR 500,000. The establishment of Fia (mainly under Luxembourg law) has been a growing trend for a few years now. The restrictive change may represent a further element of evaluation but it is not, in itself, decisive for the choices of families, private investors and family offices'. As Salvatore explains, the reasons for considering the establishment of Fia are rather to be found in the constant evolution of asset management strategies and in the increased need for professionalism in investment choices.

Resorting to Fia also offers other advantages: 'First and foremost, they allow club deals to be brought within a regulated perimeter, overcoming many fiscal and interpretative criticalities. In particular, the single-investment Fia retains the logic of the club deal (deal-by-deal investment with investor involvement) while placing them in a supervised vehicle, with clear rules on governance, transparency and management of conflicts of interest. In this way, the Fia makes the club deal replicable over time, also because it makes collective investment orderly and sustainable,' details Rinaldo Sassi, CEO of Scouting Capital & Family Advisor.