ITALY Trends and Developments Contributed by: Matteo Beretta, Alice Setari, Natalia Latronico and Riccardo Molè, Cleary Gottlieb Steen & Hamilton
impose detailed and far-reaching remedies – or, in exceptional circumstances, to block the deal entirely. The Below-Threshold “Call-In” Power: A Tool Still Finding Its Place Traditionally, a transaction in Italy only required notifi - cation if the parties’ turnover exceeded certain statu - tory thresholds. Law 118/2022 changed this by grant - ing the Authority the power to require notification of transactions that fall below the ordinary thresholds, where there are concrete risks to competition. The rationale is straightforward: in innovation-driven sec - tors, the target company may generate little or no revenue but possess technology, assets or market access that makes the transaction competitively sig - nificant. Similarly, in narrow local markets, a small deal can have a large impact. In 2024 – the first full year in which the power was actively used – the Authority called in seven below- threshold transactions, spanning sectors as diverse as port logistics, sterilisation of medical devices, wood- based panels, cement and concrete, chips and GPUs for data centres, and high-end inertial sensors. Three of these were investigated in depth: two were cleared subject to remedies ( Ignazio Messina / Terminal San Giorgio , in the port of Genoa, and Alpacem / Buzzi Unicem , in the cement and concrete sector) and one was abandoned by the parties during the investiga - tion. A further case – an acquisition of an Israeli start- up by a global leader in GPU production for data cen - tres – was referred to the European Commission under Article 22 of the EU Merger Regulation, although the Commission’s power to accept such referrals from member states whose national thresholds are not met is currently subject to a pending appeal before the Court of Justice of the European Union. In 2025, by contrast, the Authority did not seem to have exercised the call-in power at all, nor does it appear to have done so in the first half of 2026 (the time of writing). This sharp decline suggests that the tool remains at an early stage of development. Although 2024 demonstrated a willingness to deploy it proactively and across a broad range of sectors, the subsequent hiatus indicates that the call-in power is unlikely to become a routine feature of the enforcement landscape. Its deployment appears to be
extremely market-specific and depend on the Author - ity’s capacity to identify below-threshold transactions that warrant scrutiny – a task that, in the absence of a mandatory filing, relies on market intelligence, com - plaints and the Authority’s own monitoring activities. At the time of writing, businesses should therefore view the call-in power as an unpredictable but real source of regulatory risk: it may not be exercised often, but when it is, it can lead to in-depth review, remedies or even the abandonment of a deal. Looking Ahead Several developments are likely to shape Italian merg - er control in the coming years. At the time of writ - ing, the Chair of the Authority for the next seven-year mandate is yet to be appointed, and it remains to be seen to what extent the incoming Chair will pursue continuity with the current enforcement approach or chart a new course. Increasing convergence with EU practice The adoption of the SIEC test, the alignment of joint venture treatment with the EU regime, the revised notification form and the digitisation of filings all point toward further alignment with European Commission procedures. This makes Italian merger control more predictable for firms accustomed to EU-level reviews, but also more demanding in terms of information and evidence. Parties engaged in transactions raising substantive concerns should expect the Italian filing process to increasingly mirror – in both substance and procedural rigour – the standard they would normally encounter in Brussels, including the expectation of detailed market data, internal document production and economic evidence from the earliest stages of the review. Continued consolidation pressure and the weight of Phase II investigations Major sectors – such as banking, energy and telecom - munications – remain in the midst of structural trans - formation in Italy, driven by technology, regulation and economic pressures. This will continue to generate a high volume of merger filings. The vast majority of these transactions will, in all likelihood, continue to be cleared swiftly and without conditions in Phase I. Phase II investigations will most likely remain rare –
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