ITALY Law and Practice Contributed by: Giovanna Aucone and Debora Gobbo, FIVERS Studio Legale e Tributario
undertaking – or (ii) to increase an existing holding so that certain thresholds are crossed (20%, 30%, or 50% of the capital or voting rights), must be author- ised by IVASS. The purpose of the authorisation procedure is to allow the supervisory authority to assess whether the pro- posed acquisition ensures the sound and prudent management of the target undertaking, in accordance with Solvency II framework and relevant national imple- menting provisions. The proposed acquirer is required to submit a formal notification to IVASS, including a comprehensive set of documents and detailed infor- mation, in order to enable the Supervisory Authority to assess whether the proposed acquisition complies with the criteria laid down under Solvency II and the CAP, including: • the reputation of the proposed acquirer; • the suitability, reputation and professional experi- ence of the persons who, following the acquisition, will be responsible for the administration, manage- ment and control of the undertaking; • the financial soundness of the proposed acquirer; • the ability of the target undertaking, after the acqui- sition, to comply on an ongoing basis with pruden- tial and regulatory requirements; • the suitability of the group structure of the pro- posed acquirer to ensure the effective exercise of supervisory powers; • the impact of the acquisition on the protection of policyholders; and • the absence of reasonable grounds to suspect that the acquisition is connected with money laundering or terrorist financing activities. The authority must complete its assessment within 60 working days, unless IVASS suspends the term to request additional information or clarifications from the applicants. The acquisition may not be completed until the supervisory authority has issued its approval. Mergers and Demergers As to mergers/demergers, the purpose of the authori- sation procedure is to enable the supervisory author- ity to verify, prior to the execution of the transaction, that (i) it is compatible with the sound and prudent management of the undertakings involved; (ii) in the
case of mergers by incorporation or total demergers, the beneficiary undertaking has, post-transaction, sufficient assets to cover technical provisions and the required solvency margin; and (iii) where new undertakings are created, they meet the conditions for authorisation to carry out the relevant insurance activities, including adequate coverage of technical provisions and the required solvency margin. To allow the above assessment, the applicant under- taking must submit an application accompanied by a broad set of documents and information, including the merger plan, the report of the administrative body explaining the objectives, benefits and costs of the transaction, an integration plan, and an independent expert’s sworn appraisal certifying the adequacy of the net assets of the incorporating or resulting com- pany to IVASS. The authorisation process must be completed within 120 days, unless IVASS suspends the term to request additional information or clarifications from the appli- cants or, where necessary, information, documents or opinions from national or – in the case of cross-border mergers – foreign authorities. Italian M&A Market Perspective From a market perspective, M&A activity in the Ital- ian insurance market remains significant, with 2025 recording a substantial volume of IVASS-authorised transactions, including various intragroup mergers and demergers aimed at simplifying corporate structures and strengthening capital efficiency. On the acquisi- tions side, IVASS has issued several authorisations for acquisitions, mostly involving credit institutions, international insurance groups and investment enti- ties seeking to consolidate or expand their presence in the Italian market, particularly in the bancassur- ance sector. A key driver of this trend has been the broader consolidation process within the banking sec- tor (the so-called risiko bancario ), which has indirectly affected the shareholding structure of insurers owned or controlled by credit institutions or forming part of banking groups.
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