ITALY Law and Practice Contributed by: Stefano Sbordoni, Sbordoni & Partners
licences, explanations on legality and safe gaming, and industry news without commercial content are permitted. 9.5 Sanctions/Penalties Penalties amount to 20% of the value of the sponsor- ship or advertising, but to no less than EUR50,000. For violators (both the recipient of the advertising message and the owner of the means of communica- tion concerned), an administrative fine of EUR100,000 to EUR500,000 is foreseen. In general, warnings on the risk of addiction to gam- bling with cash winnings and on the related probabil- ity of winning must be reported (under penalty of an administrative fine of EUR50,000): • on the slips (schedine); • on AWP gaming machines – ie, those machines that are activated by introducing coins or electronic payment instruments; • in rooms equipped with VLTs; • at sales points for betting on sporting and non- sporting events; and • on websites intended to offer games with cash prizes. 10. Acquisitions and Changes of Control 10.1 Disclosure Requirements The disclosure requirements required of licensees/ concessionaires by the ADM for acquisitions and change of control of gaming and gambling compa- nies are: • corporate information with the complete corporate structure; • financial and accounting requirements – audited financial statements, minimum share capital, finan- cial strength, cash flows to suppliers/operators, and periodic reporting of collections; • technical and operational information – software certifications, RNG and payout, gaming servers and infrastructure, platform architecture, technical and security audits;
• AML/KYC information pursuant to Legislative Decree 231/2007 (see 8. Anti-Money Laundering (AML) ); • contracts with third parties (B2B) to avoid uncon- trolled outsourcing (see 6.2 B2B Licences (Suppli- ers, Software, Etc ); and • advertising and communication in compliance with the prohibitions under the Dignity Decree (see 9. Advertising ). 10.2 Change of Corporate Control Triggers In the gaming and betting sector, any change of cor- porate control triggers concerning the concessionaire ‒ such as changes in shares, governance changes, or mergers – require communication and approval from the ADM to ensure that control of the operator remains in the hands of suitable and transparent entities. 10.3 Passive Investor Requirements In the event of the changes mentioned in 10.2 Change of Corporate Control Triggers , the concessionaire must promptly notify the ADM of the event, providing: • new corporate structure; • identities of the new shareholders/directors; • anti-mafia documentation; and • updated financial requirements. Subsequently, the ADM verifies (through a fit-and- proper test) that the new entities meet: • integrity requirements; • the requirement to demonstrate absence of crimi- nal records; • financial soundness requirements; and • corporate transparency requirements. The possible outcomes of the above-mentioned ADM test are: • if approval is granted, the concession continues; • if the ADM request additions, the concession is temporarily suspended pending the aforemen- tioned additions; or • refusal, with the consequent risk of the concession being revoked if the new inspection is not suitable.
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