Club Deals between Direct Investment and Private Equity: Structure, Governance, and an Application to VeniSIA

This thesis starts from a simple question: what happens when a small group of investors decides not to fully delegate its choices to a fund, but to take part directly in a specific transaction? Club Deals occupy exactly this intermediate space between traditional private equity and direct ownership, combining collective capital with active involvement in governance. The work first reconstructs the architecture of these transactions — structure, typical investors, the sponsor's role — and then the European and Italian regulatory framework, showing how regulatory qualification depends on the substance of the transaction rather than the legal form chosen. Italian Family Offices and High-Net-Worth Individuals emerge as natural protagonists of this model, given their tendency to invest in what they know directly. The final part applies these concepts to a concrete case: a possible Club Deal promoted by VeniSIA to finance a deep-tech startup, with a proposed structure, governance and exit strategy. The goal is not to recommend an actual transaction, but to show how theory and practice can concretely engage with one another.