ITALY Law and Practice Contributed by: Maurizio Marullo, Giorgio Vagnoni, Claudia Marongiu and Pasquale Ambrosio Cepparulo, LAWP Studio Legale e Tributario
contributions from non-EU countries totalling at least EUR50 million in the past three years ‒ these contributions can include state guarantees, equity, loans, tax benefits, project grants or revenues from sales to state entities. Italy in Support of Ukraine In recent years, the EU has frequently imposed sanc - tions or restrictive measures both independently and in the implementation of binding resolutions of the United Nations Security Council. In particular, in the current macroeconomic context, the sanctions packages enacted by the EU against Russia and Belarus implies the restriction of business activities with Russian and Belarus partners. The sanction package provides, amongst others, the pro - hibition of any transactions with a legal person, entity or body established outside the EU whose proprietary rights are directly or indirectly owned for more than 50% by an entity listed as sanctioned, this leading to extensive export control regulations, often requiring specific due diligence and legal assessment on sup - ply/distribution transactions. 3.4 Competition Law and Antitrust According to Law No 287/1990, establishing a JV ‒ whether through the incorporation of a new company or the acquisition ‒ can result in a concentration, trig - gering merger control scrutiny by the Italian Antitrust Authority (IAA). In particular, a corporate JV can be considered a con - centration if it operates as an independent economic entity. To determine if a JV qualifies as a “full-function” entity, the following factors should be assessed: • whether the JV has sufficient resources to operate independently in the market, without excessive reli - ance on the parent companies; • if the market relationship between the JV and the parent companies is substantial but limited to an initial start-up period, which should not exceed three years; and • whether the JV is engaged in activities beyond a single function of the parent companies on a sus - tained basis.
The creation of a full- function JV requires prior notifi - cation to the IAA under the following circumstances: • the aggregate turnover of the involved companies in Italy exceeds EUR567 million; and • the aggregate turnover of at least two of the involved companies in Italy exceeds EUR35 million each. Italian merger control rules transpose into national law the provisions of Council Regulation (EC) No 139/2004. Therefore, they should be interpreted in conjunction with the principles established by the European Commission and EU courts. Even if a JV does not trigger a merger review, it should still be assessed under the rules concerning anti-com - petitive agreements. 3.5 Listed Companies and Market Disclosure Rules Although Italian law does not explicitly regulate list - ed companies participating in JVs, the general rules applicable to listed companies still apply to such enti - ties, including the rules on market abuse (preventing insider trading by requiring disclosure of price-sensi - tive information), and, in general, financial information disclosure. Consequently, with reference to statutory informa - tion obligations, listed parties participating in JVs are obliged to disclose relevant information to the public and to Consob to ensure transparency for investors and for the market. 3.6 Transparency and Ownership Disclosure Italian legislation sets forth disclosure requirements related to the ultimate beneficial owner (UBO). Under Italian Laws, the UBO of a company is the individual(s) that: • directly holds more than 25% of the company’s corporate capital; or • indirectly own more than 25% of the company’s corporate capital through controlled companies, fiduciary companies, or by an intermediary.
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