What Bending Spoons' IPO Means for the EU Inc.

On 1 July 2026 a company started in Copenhagen by five founders, four Italians and one Polish designer, and grown in Milan into one of Europe’s most valuable private technology companies, went public in New York. Bending Spoons, owner of Evernote, Vimeo and AOL, closed its first day on Nasdaq forty per cent above its offer price, at a market value of $25.7 billion, which was by press accounts at the time  the largest US listing by an Italian company and the largest by a European startup since 2023. Its trajectory speaks directly to the EU Inc, the optional European company form the Commission has proposed and which the rapporteur’s draft report of 29 June 2026, published two days before the listing, would bar from European trading venues. The argument here is simple: a form conceived for companies that live this kind of life ought to carry them through the whole of it, the listing included; and this company’s own record suggests that such an ambition is less distant than the drafters fear.

A legal form is, implicitly, a hypothesis about the life its companies should be able to live. Here is one complete life, documented under liability in the 371-page prospectus, and worth reading stage by stage.

At the entity stage, Italian law gave the company everything it asked of it. It moved into Italian law by merger in 2015 and became a società per azioni in 2017 — in, not out, against the northbound traffic of Italian issuers reincorporating in Amsterdam. When founder control needed reinforcing, the Legge Capitali of 2024 supplied the multiple-voting instrument, whatever its costs for outside investors;  each founder share gained up to five votes in September 2025 and four of the five founders left the offering with 82.71 per cent of the votes. Multiple voting, class-based capital, control that survives dilution: the toolkit the EU Inc promises, a national legislature had already delivered.

Bending Spoons is not a venture-native firm: it financed its first decade largely from its own subscription revenues, taking a first outside round only in 2022; later growth capital entered through dedicated share classes; and the acquisition machine runs on reinvested earnings and ‘prudent levels of incremental debt’. It never needed the American venture stack, the shareholder-agreement technology of liquidation preferences and state-contingent control that Italian corporate law in practice makes hard to build.The companies that do need it tend to leave at incorporation: the Joint Research Centre (2026) finds venture-backed European startups relocating at roughly ten times the rate of comparable firms, mostly to the United States. The atypicality of Bending Spoons' European life is the point. The one European software company that grew this large under Italian law is a debt-financed restorer of American businesses, not a venture-financed originator. The companies the EU Inc most wants are the ones this trajectory is missing.

Staying European had its price, disclosed in the risk factors: American judgments enforceable in Italy only through a recognition proceeding; acquisitions notifiable under the Golden Power regime; a transaction tax that follows the Milan seat onto Nasdaq. The EU Inc proposal would remove none of it.

The stage it could not complete in Europe was never governed by company law at all. Sixty-five per cent of its first-quarter 2026 revenue arose in North America, and it listed into a market where traditional IPOs raised some $130 billion in the first half of 2026 . European unicorns list on US markets; the chief executive has said why in plain terms: ‘lenders much prefer lending to public companies, especially companies trading in the US, because they’re more strictly regulated’ . The legal form was Italian by choice, twice over; the constraint at the exit was the depth of the market on the other side.

In Brussels, the rapporteur’s draft report reads the same trajectory and draws the opposite conclusion: Member States ‘shall ensure that the shares of an EU Inc. company are neither tradable on a multilateral trading facility nor on a regulated market’, and a company that wants a listing ‘should first be required to convert into a public limited company under Union or national law’. This is not carelessness; it is design. The explanatory statement imagines the EU Inc as a ‘seal of quality’ and fears, discussing the fallback to national law, ‘a vehicle for circumvention rather than high-quality innovation’; better, then, a form for the private stages that hands its graduates to the national public limited company when the time comes to be priced.

Reform may cut against observed behaviour. But a form that stops at the exchange door stops one stage short of the life it was invoked to serve, and it was that life that gave the 28th regime its political momentum. If Europe wants companies founded in one Member State, scaled from another, financed at home and priced at home, the more ambitious answer is to carry the form through the listing and let the EU Inc attack the company-law frictions that keep large investors out of European listings — minority protections that change at every border, related-party rules policed to twenty-seven standards, voting mechanics that differ market by market, adjudication whose outcomes are hard to price. Investors adapt to different substantive rules; what they cannot price is uncertainty about which rules apply.

The record says the distance is shorter than it looks. To reach Nasdaq, Bending Spoons needed neither Delaware nor Amsterdam; it needed the Italian Civil Code, as amended, and lawyers patient enough to dress an Italian charter for the deepest market in the world — bespoke work, in terms no reader attentive to investor protection would countersign in full, but an existence proof all the same. What one charter achieved as an exception, a 28th regime designed for the listed company could offer as the rule. And the model is not America’s rulebook but America’s pool: what moved this company was the depth of the finance, not the perfection of the rules.

The two events belong to the same question: in New York, a company completing a trajectory begun in Copenhagen thirteen years earlier; in Brussels, a draft defining the form for the companies that will attempt it next. The prospectus and the draft report, read together, settle nothing about the design; they fix what any design will be measured against — a life one European company has now lived in full, its law European at every stage, its market, at the final one, American.

Marco Mari is PhD Researcher at Università Bocconi, Research Fellow in Corporate Law and Policy at NYU School of Law and a Research Affiliate at the MIT Industrial Performance Center.