ITALY Law and Practice Contributed by: Matteo Beretta, Alice Setari, Natalia Latronico and Riccardo Molè, Cleary Gottlieb Steen & Hamilton
transaction pending completion of its review. In prac - tice, such suspension orders are exceptional. Fines for failure to notify are imposed by formal Authority decisions and are made public, subject to the ordinary rules on confidentiality and protection of business secrets. 2.3 Types of Transactions Transactions Caught by Merger Control Italian merger control applies to transactions that con - stitute a concentration within the meaning of Law No 287/1990. The main categories are: • the merger of two or more previously independent undertakings, or parts of undertakings; • the acquisition, directly or indirectly, of sole or joint control over the whole or part of another undertak - ing; and • the creation of a full-function joint venture. The acquisition of control may occur through the pur - chase of shares or assets, but the form of the transac - tion is not decisive. The Authority generally follows the principles developed by the European Commission and EU case law when assessing whether a concen - tration exists. Internal Restructurings Internal restructurings or reorganisations within the same corporate group are not caught by Italian merger control to the extent they do not involve a change in control between independent undertakings. Substance Over Form Transactions not involving a straightforward transfer of shares or assets may still be caught if they bring about a lasting change of control over an undertaking or part of an undertaking. This may include shareholders’ agreements, amendments to articles of association, governance arrangements, veto rights, management rights, business leases or other contractual arrange - ments that confer decisive influence over the strategic commercial conduct of a business. 2.4 Definition of “Control” Definition of Control
Control is defined broadly under Law No 287/1990. It exists where rights, contracts or other legal rela - tionships confer the ability to exercise decisive influ - ence over an undertaking’s activities, whether through ownership, voting rights, rights of use over assets or influence over corporate bodies. Control may be sole or joint, direct or indirect, positive or negative. In assessing control, the Authority generally follows the European Commission’s Consolidated Jurisdictional Notice. Minority Shareholdings The acquisition of a minority shareholding may be caught where it confers sole or joint control – for example, through veto rights going beyond ordinary minority protection or through contractual or factual circumstances conferring decisive influence. 2.5 Jurisdictional Thresholds A concentration must be notified to the Authority if it does not fall within the exclusive jurisdiction of the European Commission under the EU Merger Regu - lation and both the relevant turnover thresholds are cumulatively met. For 2026, the relevant thresholds are: • the aggregate Italian turnover of all undertakings concerned exceeds EUR595 million; and • the Italian turnover achieved individually by each of at least two undertakings concerned exceeds EUR36 million. A separate set of thresholds applies for the Authority to possibly exercise call-in powers, as discussed in 2.11 Power of Authorities to Investigate a Transac- tion . 2.6 Calculations of Jurisdictional Thresholds Turnover-Based Thresholds Italian jurisdictional thresholds are based on turnover only. There are no asset-based, transaction-value or market-share thresholds for ordinary merger control purposes. The relevant turnover is generally the turnover gener - ated in Italy in the last completed financial year by the undertakings concerned. It includes revenues from
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