ITALY Law and Practice Contributed by: Matteo Beretta, Alice Setari, Natalia Latronico and Riccardo Molè, Cleary Gottlieb Steen & Hamilton
Supporting Documents The filing must include at least the transaction docu - ments, or the most recent drafts available, and the annual reports or financial statements of the undertak - ings concerned. Where relevant, the parties must also provide documents used to support the notification, including materials relied on for market definition, mar - ket size, market shares and competitive assessment. For transactions giving rise to affected markets, inter - nal documents are also required. These may include board or shareholder meeting materials, presenta - tions, reports, studies or analyses prepared for offic - ers or directors that discuss the transaction, its ration - ale, market conditions, competitors or the expected competitive effects. Language and Formalities The filing itself must be submitted in Italian. In practice, supporting documents may generally be submitted in English, although the Authority may request an Italian translation where necessary, particularly for docu - ments or excerpts that are material to the assessment. There are no general notarisation, apostille or certifica - tion requirements for merger filings. As of September 2026, the notification must be submitted electronically through the Authority’s filing system. 3.6 Penalties/Consequences of Incomplete or If the Authority considers that a notification is incom - plete, inaccurate or insufficient for the purposes of its review, it may request the notifying parties to provide additional information or documents. In that case, the review period will not start until the parties have provided the missing information and the Authority considers the notification complete. Inaccurate Notification Incomplete Notification This is the main practical consequence of an incom - plete filing. In practice, requests for clarification or additional information are not uncommon, particularly where the transaction raises affected markets, vertical links, potential competition issues or questions con - cerning the calculation of turnover or the identity of the undertakings concerned.
Inaccurate or Misleading Information Once a complete notification has been made, the Authority may still issue requests for information at any time. An ordinary RFI does not, merely because it is issued, automatically suspend or restart the Phase I deadline. However, if the Authority considers that the information requested is necessary to cure a serious incompleteness, inaccuracy or false statement in the notification, it may treat the RFI as a request for sup - plementary information to cure the incompleteness or inaccuracy of the notification, with the consequence that the Phase I timetable runs from receipt of the requested information. In Phase II, failure to provide requested information or data may allow the Authority to extend the 90-day investigation period by up to 30 days (see below). If a party refuses or fails to provide the requested information, provides it late without justification, or supplies incorrect, incomplete or misleading infor - mation, the Authority may impose an administrative fine of up to 1% of the undertaking’s total worldwide turnover in the preceding financial year. In addition, if the Authority discovers that a transac - tion was reviewed on the basis of seriously incom - plete, inaccurate or untrue information, it may reopen the investigation even after the ordinary review period has expired. This may expose the parties to further review and, where relevant, to the fines for an incor - rect filing. Enforcement Practice The Authority does use information requests in prac - tice, and the interruption of the review period is a real procedural risk. Monetary sanctions for misleading or incomplete information are available, although the more common practical consequence is delay and further scrutiny of the filing. 3.7 Review Process The review period starts once the Authority receives a complete notification and is divided into up to two Phases. In Phase I, the Authority has 30 calendar days to clear the transaction or open an in-depth investigation. The
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