ITALY Law and Practice Contributed by: Roberto Bonsignore, Paolo Rainelli, Gerolamo da Passano and Nicole B. Puppieni, Cleary Gottlieb Steen & Hamilton LLP
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 notification requirements under Italian merger control laws, specifically Italian Law No 287 of 10 October 1990, as amended. These require - ments 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 notifica - tion thresholds are met. However, no notification to the Italian Antitrust Authority is necessary if a business combination meets the thresholds for notification to the EU Commission. Under certain conditions, business combina - tions below the applicable Italian thresholds may also require notification to the Italian Antitrust Authority. Once a business combination has been noti - fied to the Italian Antitrust Authority, there is no obligation to wait for clearance before complet - ing the transaction ( i.e. 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 Ital - ian legislation regarding the transfer of undertak -
ings (protection of employment). This legislation includes certain information and consultation obligations in favour of trade unions if the busi - ness 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 workers in a few spe - cific sectors. For example, the national collec - tive bargaining agreement in the banking sector stipulates consultation with unions in the event of a change of control transaction. In addition, collective bargaining agreements applicable to the executives or employees of the target company may contain other provisions rel - evant to the acquisition or subsequent manage - ment of the target group. For instance, accord - ing to national collective 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 leav - ers 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 strate - gic assets, mainly (but not exclusively) by for - eign investors, are subject to prior review and approval by the Italian government for reasons of national security. Depending on the sector and nationality of the investor, a filing may be necessary not only for acquisitions of control - ling stakes but also for stakes as low as 3% (in defence) or 10% (in other sectors, if the inves - tor is non-EU). The Italian government has the authority to impose restrictions, conditions or
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