ITALY Law and Practice Contributed by: Matteo Beretta, Alice Setari, Natalia Latronico and Riccardo Molè, Cleary Gottlieb Steen & Hamilton
Phase I period is reduced to 15 calendar days in the case of public bids. Requests for information in this Phase only have an impact on timing if the information requested is such to deem the original filing incomplete. If the Authority considers the notification seriously incomplete, inac - curate or untrue, it will request additional information. In that case, the Phase I review period is not merely suspended: the 30-day period starts again from the date on which the Authority receives the requested information and considers the notification complete. If the Authority considers that the transaction may raise competition concerns, it opens a Phase II inves - tigation. Phase II lasts 90 calendar days from the opening decision. This period may be extended by up to 30 additional calendar days if the parties fail to provide information or data requested by the Authority and available to them. All in all, non-problematic transactions are usually cleared in Phase I and often before the expiry of the full 30-day period available to the Authority. Transac - tions requiring Phase II may take up to 120 additional calendar days after the opening of the in-depth inves - tigation, excluding any interruption or pre-notification period. 3.8 Pre-Notification Discussions With Authorities Parties may engage in informal pre-notification dis - cussions with the Authority before submitting a for - mal filing. This is not mandatory and is generally not necessary for straightforward transactions that do not raise affected markets, jurisdictional issues or sub - stantive competition concerns. Pre-notification may be useful in more complex cas - es, including transactions involving overlaps, vertical relationships, innovative or nascent competitors, or uncertainty regarding the information to be included in the filing. The process is confidential. The Authority does not normally publish any information about the transac - tion at the pre-notification stage; publicity begins only
after formal notification, subject to the protection of confidential information and business secrets. 3.9 Requests for Information During the Review Process The frequency and burden of information requests depend on the complexity of the transaction. In straightforward Phase I cases, requests are usually limited – although at least one (set of) request(s) is near-inevitable – and are often conveyed informally by the case team, with the result that they do not inter - rupt the running of the 30-day review period. In more complex cases, requests may be significantly more burdensome, covering market data, internal doc - uments, customer and competitor information, entry conditions, innovation dynamics and evidence sup - porting the parties’ competitive assessment. Because these requests are typically time-consuming – both for the parties to respond to and for the case team to review – they are sent formally, with the effect of resetting the 30-day period, which begins to run anew from the date on which the requested information has been provided. See 3.7 Review Process . In practice, the pre-notification period serves precisely to ensure that the filing form contains the bulk of the information required, so as to avoid delays once the transaction has been formally notified. 3.10 Accelerated Procedure Italian merger control does not provide for a sepa - rate short-form, fast-track or accelerated review pro - cedure. There is a single notification form, in which certain sections must be completed only where the transaction gives rise to affected markets. The statutory review timetable remains the same. Straightforward transactions may in practice be cleared within Phase I, but there is no right to expe - dited clearance.
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