ITALY Law and Practice Contributed by: Paolo Balboni, Luca Bolognini, Giulio Monga and Carmine Antonio Perri, ICT Legal Consulting
Key regulators include the Bank of Italy and Consob (for fintech and digital payments); the Agency for Digital Italy (“AgID”) and the National Cybersecurity Agency (“ACN”) (for cloud and NIS2 compliance); the Ministry of Health and AIFA (for medtech and digital health); AGCOM (for telecoms and digital communi- cations); and the Customs and Monopolies Agency (“ADM”) for online gaming. Authorisation processes in these areas typically take from 3–6 months, depending on the applicable legal framework, complexity and level of risk. 7.2 Primary Securities Market Regulators The primary regulator for public M&A and securities market transactions in Italy is Consob – the independ- ent authority responsible for supervising listed com- panies, public offers and market transparency under TUF and Consob Regulation No 11971/1999. Consob reviews and authorises takeover and exchange offers, monitors market disclosure, and has broad powers to suspend or prohibit transactions in case of irregularities. The Italian Stock Exchange (Borsa Italiana SpA) , as the market operator, oversees compliance with list- ing and trading rules and co-ordinates the technical procedures for the tendering and settlement of offers. 7.3 Restrictions on Foreign Investments Foreign investments in Italy are generally liberalised, but acquisitions of companies operating in strategic sectors are subject to the Golden Power regime under Decree-Law No 21/2012, as amended. The regime grants the Italian government the power to block, authorise or impose conditions on transac- tions that may affect national security or public order, including in areas such as defence, energy, telecoms, transport, cloud infrastructure, financial markets and health. The Prime Minister’s Office, through the Golden Power Coordination Unit, is the competent authority. A mandatory filing must be made before closing whenever a foreign investor acquires control or spe-
cific voting thresholds (10%, 15%, 20%, 25% or 50%) in a company active in a strategic sector. The review is suspensory. The prime minister must issue a decision within 45 days from the complete fil- ing of the notification. This period may be suspended once if the government requests additional informa- tion from the company (up to ten days to respond) or from third parties (up to 20 days to respond). If the fil- ing is incomplete, the 45-day period starts anew upon receipt of the missing information. If no decision is adopted within the applicable time- frame, the transaction is automatically authorised under the silence-assent rule. 7.4 National Security Review/Export Control For an introduction to the Golden Power regime, see 7.3 Restrictions on Foreign Investments . Golden Power screening applies to both foreign and domestic investors and is the central instrument through which the government reviews ownership changes in critical industries. Complementary to the Golden Power regime, Italy also enforces export control and cybersecurity regu- lations addressing the transfer and operational secu- rity of sensitive technologies. The Ministry of Foreign Affairs is competent in authorising the export or trans- fer (including intangible transfers) of dual-use items under Regulation (EU) 2021/821. Under that regime, products such as encryption software, cybersecurity tools, semiconductors, drones, or other items with potential military applications require prior authorisa- tion. 7.5 Antitrust Regulations M&A transactions in Italy are subject to antitrust merg- er control under Article 16 Law No 287/1990, super- vised by the Italian Competition Authority ( Autorità garante della concorrenza e del mercato or AGCM). A transaction must be notified to the AGCM prior to closing if: • the combined turnover in Italy of the parties exceeds EUR582 million; and
168 CHAMBERS.COM
Powered by FlippingBook