ITALY Law and Practice Contributed by: Maurizio Marullo, Giorgio Vagnoni, Claudia Marongiu and Pasquale Ambrosio Cepparulo, LAWP Studio Legale e Tributario
For corporate JVs, the main statutory provisions are contained in the Italian Civil Code, Articles 2188 to 2642. Additionally, depending on the specific industry in which the JV operates, the JV may be governed by specific regulations, such as those applicable to finan - cial institutions, healthcare providers, tech companies and critical infrastructures. 3.2 Anti-Money Laundering Compliance AML legislation is mainly regulated by the Legislative Decree No 231/2007, which implements the relevant EU legislation and establishes measures to prevent money laundering and terrorism financing. Key obligations provided by Legislative Decree No 231/2007 include: • the appointment of an AML officer; • the reporting of suspicious transactions to the financial intelligence unit (FIU); and • the adoption of corporate policies to ensure com - pliance with the regulations and the adoption of internal control systems proportional to the com - pany’s risk profile. Moreover, the EU adopted a new AML package in June 2024. This package includes: • Directive (EU) 2024/1640 (the “Sixth European AML Directive”), that introduces stricter due diligence requirements, enhanced beneficial ownership transparency, and more robust transaction moni - toring; • Regulation (EU) 2024/1624 (the “Single Rulebook”), aimed at harmonising the implementation of previ - ous AML directives, reducing inconsistencies across member states’ national legislation; and • Regulation (EU) 2024/1620 (the “AMLA Regula - tion”), establishing a new EU AML authority (AMLA) to oversee and co-ordinate anti-money laundering efforts across the EU. The implementation of the AML package began in January 2025.
One of the key innovations introduced by the AMLA Regulations is the launch ‒ effective as of 1 July 2025 ‒ of the AMLA, which will have supervisory power over high-risk financial entities, authority to intervene in cases of malfunctions within national supervisory mechanisms, and responsibility for ensuring the enforcement of targeted financial sanctions. 3.3 Sanctions, National Security and Foreign Investment Controls Foreign Direct Investments and Golden Power Regulations Italy’s “golden power” regime (Law Decree No 21/2012) grants the government power to block for - eign direct investments and corporate transactions in strategic sectors like defence, national security, and high technology (fintech and insurtech). Foreign inves - tors establishing JVs or investing in Italian companies within these sectors must consider applying under these regulations. The intervention powers granted to the government are essentially as follows: • opposition to the acquisition of shareholdings; • veto on the adoption of corporate resolutions; and • imposition of specific requirements and conditions. At the EU level, Regulation (EU) No 2019/452, estab - lishes a framework for screening FDIs across the EU. This Regulation complements the existing Italian leg - islative framework, and it mandates member states to report FDIs to the European Commission. Foreign Subsidies Regulation The Foreign Subsidies Regulation (Regulation (EU) 2022/2560) enables the European Commission to investigate and address foreign subsidies that distort competition within the EU, ensuring a level playing field. Acquisitions, mergers and JVs involving EU tar - gets must be notified to the Commission if they meet specified criteria summarised below: • EU-wide turnover: the target company or JV EU- wide turnover is equal to at least EUR500 million; and • foreign financial contributions: the parties to the transaction must have received combined financial
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