ITALY Law and Practice Contributed by: Matteo Beretta, Alice Setari, Natalia Latronico and Riccardo Molè, Cleary Gottlieb Steen & Hamilton
Cleary Gottlieb Steen & Hamilton Via San Paolo, 7 20121 Milan Italy Piazza di Spagna, 15 00187 Rome Italy Tel: +39 02 726081/+39 06 695221 Web: www.clearygottlieb.com
1. Legislation and Enforcing Authorities 1.1 Merger Control Legislation The primary source of Italian merger control law is Law No 287 of 10 October 1990, as subsequently amended (“Law No 287/1990”). The relevant substan - tive provisions are mainly contained in Articles 5 to 7, which define the notions of concentrations and control and set out the substantive assessment framework, and in Articles 16 to 19, which regulate notification, procedure, remedies and sanctions. The procedural framework is supplemented by Presi - dential Decree No 217 of 30 April 1998, which governs proceedings before the Italian Competition Authority (the “Authority”), including notifications, investigative powers, access to file and participation by third par - ties. The Italian merger control framework largely mirrors the corresponding provisions at EU level. In practice, the Authority relies extensively on EU rules and princi - ples, including the EU Merger Regulation, the Europe - an Commission’s Consolidated Jurisdictional Notice, decisional practice and EU case law. These sources are particularly relevant to issues such as the notion of control, full-function joint ventures, undertakings concerned and turnover allocation. In addition, the Authority has issued practical guid - ance on the notification of concentrations, including a communication on the modalities for notifying trans - actions under Article 16 of Law No 287/1990 and the related notification form.
1.2 Legislation Relating to Particular Sectors Sector-Specific Legislation Certain concentrations may be subject to additional filing or authorisation requirements before secto - ral regulators, in parallel with Italian merger control. These regimes pursue regulatory or prudential objec - tives and must therefore be assessed separately from the notification obligation before the Authority. In the banking and financial sector, acquisitions of qualifying shareholdings in banks and other regu - lated intermediaries may require prior authorisation by the competent supervisory authorities, including the Bank of Italy and, where applicable, the European Central Bank. In case of listed companies, disclosure and procedural obligations before the Italian Securi - ties and Exchange Commission (CONSOB) may also be relevant. In the insurance sector, transactions involving qualify - ing shareholdings or control over insurance or rein - surance undertakings may require filings or authori - sations before the Italian Insurance Supervisory Authority (IVASS). Media and communications are subject to a specific regulatory regime administered by the Italian Com - munications Authority (AGCOM). Foreign Investment Review Foreign transactions may also fall within Italy’s for - eign direct investment screening regime, commonly referred to as the “golden power” regime. This regime is separate from merger control and is governed by a
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