ITALY Trends and Developments Contributed by: Matteo Beretta, Alice Setari, Natalia Latronico and Riccardo Molè, Cleary Gottlieb Steen & Hamilton
markets – mirroring the approach long taken by the European Commission. Procedural Modernisation The procedural framework has also been updated. Law 214/2023 extended the statutory deadline for Phase II investigations from 45 to 90 calendar days (with a possible further extension of up to 30 calendar days), giving the Authority more time to analyse com - plex transactions and negotiate remedies. The exten - sion was widely regarded as overdue: the previous 45-day window was among the shortest in Europe and placed significant pressure on both the Authority and the merging parties, often making it difficult to con - duct a thorough economic analysis, engage in mean - ingful remedy discussions and allow for adequate market testing of proposed commitments within the available timeframe. In February 2024, the Authority adopted a thoroughly revised notification form, eliminating the previous “short form/long form” distinction and expanding information requirements (including on innovative activities and internal documents). The new form requires parties to provide substantially more detail at the outset of the review, including on market dynam - ics, competitive constraints and the rationale for the transaction – information that, in practice, may require preparatory work well before the filing date. Most recently, in December 2025, the Authority decid - ed to introduce mandatory online filing via a dedicated web platform, operational since February 2026 and set to become the exclusive filing method from Sep - tember 2026. An Increasingly Economics-Driven but Selective Enforcement Approach Alongside the change in substantive test and proce - dural modernisation, the Authority appears to have been investing in making its economic analysis more advanced and sophisticated, at least in the complex cases calling for an in-depth investigation. For instance, the Authority increasingly uses diversion ratios – a measure of how much demand lost by one merging party would be captured by the other – to assess competitive closeness. For instance, in two
recent retail concentrations, this analysis has been supported by consumer surveys, both “direct” (exit surveys at relevant stores, used in Bubbles BidCo / Acqua & Sapone , conditionally cleared by the Author - ity in 2022) and “indirect” (telephone or online surveys feeding an economic model, used in Cinven / Fress- napf / Arcaplanet – Maxi Zoo , conditionally cleared by the Authority the same year). In the former case, the Authority also relied on a detailed unilateral effects assessment using multiple quantitative indicators – post-merger shares and increments, HHI and delta HHI, proximity analysis and “GUPPI” (Gross Upward Pricing Pressure Index) – to identify problematic local markets and require targeted divestitures. For businesses, the practical implication is that the Authority’s Phase II investigations may now increas - ingly resemble the data-intensive reviews conducted by the European Commission. Parties should plan early (and consider engaging economists) for empiri - cal evidence gathering – including customer data, margin information and internal documents – rather than relying primarily on legal arguments. However, these resource-intensive investigations remain the exception rather than the rule. In 2024, the Authority examined 101 concentrations – the highest number in the last decade (+48% against the 2013–2023 average) – reflecting an economy-wide trend toward consolidation across sectors includ - ing banking, energy, telecommunications, transport and retail. In 2025, 95 transactions were examined. Despite these remarkable filing volumes, the number of Phase II investigations remains consistently low – typically around five per year – and outright prohibi - tions are extremely rare. Over the period 2020–2025, the Authority issued only one prohibition decision, in the Enel Produzione / ERG Power electricity case in 2022. This pattern suggests a pragmatic enforcement approach: the vast majority of transactions are cleared without conditions in Phase I, with the Authority focus - ing its investigative resources on the small number of cases that raise genuine competitive concerns. When those concerns are identified, however, the Authority is prepared to deploy sophisticated economic tools,
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