ITALY Law and Practice Contributed by: Roberto Bonsignore, Paolo Rainelli, Gerolamo da Passano and Nicole Puppieni, Cleary Gottlieb Steen & Hamilton LLP
rights acquired by the investor in the target company (see 2.6 National Security Review ). Regardless of the sector of investment, if a foreign country imposes restrictions on an Italian investor seeking to establish or acquire a company in that country, Italy applies reciprocal limitations to citizens or companies from that country wishing to invest in Italy. 2.4 Antitrust Regulations Business combinations involving companies with turnover in Italy are subject to pre-closing notifica - tion requirements under Italian merger control laws, specifically Italian Law No 287 of 10 October 1990, as amended. These requirements apply if: • the business combination results in one or more companies acquiring lasting control over one or more other companies; and • the applicable Italian turnover-based notification thresholds are met. However, no notification to the Italian Antitrust Author - ity is necessary if a business combination meets the thresholds for notification to the EU Commission. Under certain conditions, business combinations below the applicable Italian thresholds may also require notification to the Italian Antitrust Authority. Once a business combination has been notified to the Italian Antitrust Authority, there is no obligation to wait for clearance before completing the transac - tion (ie, no standstill obligation). However, in practice, buyers often request that Italian antitrust clearance be made a condition precedent to closing, to avoid potential post-closing problems in case clearance is ultimately denied or is subject to certain conditions or undertakings. 2.5 Labour Law Regulations Acquisitions of Italian companies through asset deals or mergers are subject to both EU and Italian legisla - tion regarding the transfer of undertakings (protection of employment). This legislation includes certain infor - mation and consultation obligations in favour of trade
unions if the business involved in the transaction has more than 15 employees. Acquisitions conducted through share deals typically do not require prior consultation with trade unions, but such a requirement may be mandated by the national collective bargaining agreements applicable to work - ers in a few specific sectors. For example, the national collective bargaining agreement in the banking sector stipulates consultation with unions in the event of a change of control transaction. In addition, collective bargaining agreements appli - cable to the executives or employees of the target company may contain other provisions relevant to the acquisition or subsequent management of the target group. For instance, according to national collec - tive bargaining agreements for executives in certain sectors, executives of target companies subject to a change of control acquisition have the right to resign as good leavers within a certain timeframe after the closing if their positions are materially affected by the transaction. 2.6 National Security Review Investments in Italian companies operating in certain industries or holding certain strategic assets, mainly (but not exclusively) by foreign investors, are subject to prior review and approval by the Italian govern - ment for reasons of national security and public order. Depending on the sector and nationality of the inves - tor, a filing may be necessary not only for acquisitions of controlling stakes but also for stakes as low as 3% (in defence and national security) or 10% (in other sec - tors, if the investor is non-EU). The Italian government has the authority to impose conditions or undertakings upon the acquirer or the target company. The govern - ment may even prohibit the acquisition altogether, but this has only happened in a few cases so far. 3. Recent Legal Developments 3.1 Significant Court Decisions or Legal Developments Significant M&A-related court decisions or legal devel - opments in Italy in the last three years include the following.
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