Italy

The Italian merger control regime is primarily governed by Law No. 287/1990, with Presidential Decree No. 217/1998 setting out the main procedural framework.

Relevant guidance is also provided by the Italian Competition Authority (ICA; see Question 1.3) through soft law instruments, such as the Guidelines on Completing the Form, which also makes a general reference to the European Commission’s Consolidated Jurisdictional Notice under Council Regulation (EC) No. 139/2004 (EUMR) in respect of matters not expressly regulated at national level.

The Italian merger control regime is ex ante and mandatory, but not entirely suspensory. In practice, concentrations shall be notified before closing but can be implemented before clearance.

A sort of voluntary filing regime is allowed only for below-threshold transactions meeting the relevant conditions (see Question 3.9).

The ICA (formally, “Autorità Garante della Concorrenza e del Mercato”) is the Italian independent administrative body appointed for the merger review and decision-making under Law No. 287/90.

The Italian merger control regime applies economy-wide. There are no additional or alternative provisions for any specific sector. Transactions may also be subject to additional notification requirements under other legislative frameworks, including the Italian foreign direct investment (FDI) regime.

The ICA is part of the European Competition Network (ECN) and is subject to the coordination mechanisms provided for under EUMR, including the one-stop-shop principle.

The ICA adopts its decision after obtaining the non-binding opinion of:

• the Italian Institute for the Supervision of Insurance (IVASS) in transactions relating to insurance companies; and
• the Italian Communications Regulatory Authority (AGCOM) in transactions relating to the communications and media sector.

Special coordination mechanisms are also provided for notifiable transactions involving:

• acquisitions of control over banks: the ICA and the Bank of Italy shall adopt their respective decisions within 60 working days from the submission of the notifications; and
• public takeovers: notifications before the ICA and the Italian Companies and Exchange Commission (CONSOB) shall be made at the same time. If the ICA decides to open a Phase 2 investigation, it must notify CONSOB accordingly.

When a concentration is notified, the ICA gives notice to the President of the Council of Ministers and the Ministry of Enterprises and Made in Italy within five days.

There is no formal coordination mechanism between the Italian merger control and FDI regimes.

The ICA cooperates with the European Commission and other EU Member States’ national competition authorities through the ECN in order to foster consistency, convergence and cooperation in cross-border cases.

In 2025, the ICA proposed introducing a standstill obligation, which has not yet been implemented.

To be relevant for the purposes of Italian merger control regime, a transaction must involve a change of control.

Under Italian merger control rules, acquisition of control is deemed to occur in the following circumstances:

• In the cases envisaged by Article 2359 of the Italian Civil Code, which defines “controlled companies” as companies:
  • in which another entity holds, directly or indirectly, the majority of voting rights at the shareholders’ general meeting;
  • in which another company holds, directly or indirectly, sufficient voting rights to exercise a dominant influence at the shareholders’ general meeting; or
  • that are subject to the dominant influence of another entity by virtue of specific contractual links.
• Where rights, contracts, or other legal relationships — either individually or collectively, and having regard to the relevant circumstances — confer the ability to exercise a decisive influence over an undertaking’s activities, including through:
  • ownership or rights of usufruct over all or part of an undertaking’s assets; or
  • rights, contracts, or other legal relationships that confer decisive influence over the composition, voting, or decisions of an undertaking’s governing bodies.

Therefore, an undertaking can exercise control over another (i) directly or indirectly; (ii) solely or jointly with others; (iii) de jure or de facto. In particular, de facto control may for instance arise where (i) a shareholder holds the majority of voting rights in a listed company; (ii) a minority shareholder is likely to achieve a stable majority at the shareholders’ general meeting due to the wide dispersion of the remaining shareholdings; or (iii) an undertaking is in a position to influence another undertaking’s strategic commercial decisions (e.g. the approval or amendment of the business plan, the adoption of the budget, the appointment of senior management, or resolutions concerning strategic investments) through contractual relationships. Control may also be established through the holding of veto rights over another undertaking’s strategic commercial decisions (see above).

Acquisitions of mere non-controlling minority shareholdings do not fall within the scope of Italian merger control rules.

Only “structural changes” are caught by the Italian merger control regime, i.e. a mere temporary change of control does not, in principle, qualify as a concentration.

A concentration shall be deemed to arise where:

• two or more previously independent undertakings merge;
• one or more undertakings acquire, by any means, direct or indirect control (see Question 2.2) of the whole or parts of another undertaking; in particular, the acquisition of part of an undertaking (including acqui-hires) is considered relevant only if the target can be considered a “going concern”, to which a market turnover can be clearly attributed;
• two or more undertakings create a full-function joint venture (see Question 2.4).

The following transactions do not constitute a concentration:

• acquisitions by banks or financial institutions made, in connection with the incorporation or the increase of capital of undertakings, solely for the purpose of their resale; this exemption applies only where the acquiring institution does not exercise the voting rights inherent in the shares and dispose of the said holdings within a maximum period of 24 months;
• intra-group transactions;
• acquisitions of, or mergers with, “shell” companies that neither carry out any economic activity nor exercise control over another undertaking.

The EUMR full-functionality test also applies in Italy. Accordingly, the formation of a joint venture is caught when the joint venture performs, on a lasting basis, all the functions of an autonomous economic entity. To this end, it shall be investigated whether the joint venture:

• has sufficient resources to operate independently on a market;
• carries out activities beyond the functions specifically performed for the parents;
• is intended to play an active role on the market on a lasting basis; and
• is economically and operationally autonomous.

Non-full-function joint ventures do not qualify as concentrations and may instead be reviewed, where relevant, as agreements under Article 101 TFEU (and the corresponding Italian provision).

A sequence of two or more acquisitions of control over parts of one or more undertakings concluded by the same individuals or undertakings within a period of two years shall, for the purpose of establishing jurisdiction, be treated as a single concentration, deemed to have occurred on the date of the last transaction.

Moreover, according to EUMR rules — to which express reference is made for the assessment of interrelated transactions — a set of interrelated transactions involving different parties may be treated as a single concentration where such transactions (i) result in the acquisition of control by the same undertaking or undertakings, and (ii) are interdependent, meaning that they are linked, whether contractually or substantively, in such a way that one transaction would not have been carried out without the other(s).

A concentration shall be notified to the ICA where:

• the aggregate turnover achieved in Italy by all undertakings concerned exceeds EUR 595 million; and
• the individual turnover achieved in Italy by at least two of the undertakings concerned exceeds EUR 36 million.

The thresholds are subject to annual review. The latest update was published on 16 March 2026 and is available at www.agcm.it/competenze/tutela-della-concorrenza/operazioni-di-concentrazione/soglie-di-fatturato.

There are no separate jurisdictional thresholds for specific sectors or particular categories of transactions.

To establish jurisdiction, the turnover of all the undertakings and individuals concerned by the transaction shall be taken into account (i.e. the parties to a merger or the acquiring and the acquired undertakings, including all undertakings in which a controlling interest is acquired, or which are the subject of a public takeover bid).

Turnover shall be attributed as follows:

• For the acquirer, the incorporating party, or a participant in a joint venture: turnover shall include all the undertakings within the same group, comprising the participant, its parent companies and subsidiaries.
• For the target: turnover shall be limited to the companies/assets being directly or indirectly acquired.

As a general rule, turnover should correspond to the revenues derived from the sale of products or the provision of services, during the most recent financial year, net of sales rebates, discounts, value-added tax (VAT), and other taxes directly related to the revenues.

Special rules for the calculation of turnover apply to:

• Credit and financial institutions. The sum of the following items shall be considered:
  • interest and similar income;
  • income from securities;
  • commission receivable;
  • net income from financial transactions; and
  • other operating income.
• Insurance companies. The value of gross written premiums shall be considered.
• Real estate companies. The income derived from renting the properties forming part of their portfolio, or capital gains arising from the disposal of such properties shall be taken into account.

All other criteria relevant for the purposes of calculating turnover (such as geographical allocation) shall be determined in accordance with the same principles established under the EUMR.

Not applicable.

Where turnover figures are reported in a currency other than Euro, conversion should take place at the average exchange rate for the relevant financial year provided by the European Central Bank.

Not applicable.

A local nexus is required, in that the turnover thresholds can only be met if at least two undertakings concerned have generated turnover in Italy. No general exemption or safe harbour applies to foreign-to-foreign transactions.

None.

If the ICA becomes aware of a transaction that meets the notification thresholds but was not notified, it can initiate proceedings in order to:

• impose a fine for failure to comply with the prior notification obligation;
• assess the competitive effects of the transaction and, where appropriate, prohibit the concentration or impose remedies.

The ICA may require notification of a below-threshold transaction, provided that the following conditions (“BT Requirements”) are cumulatively met:

• only one of the two turnover thresholds under Question 3.1 is exceeded, or the combined worldwide turnover of the undertakings concerned exceeds EUR 5 billion;
• the transaction gives rise to concrete risks to competition in the national market, or in a substantial part thereof; and
• no more than six months have elapsed from the closing of the transaction.

Following such a request, the parties must notify the transaction within 30 days, failing which sanctions may apply.

This call-in power has already been exercised by the ICA in transactions extending beyond the digital or particularly innovative industries.

Parties may voluntarily inform the ICA of a below-threshold transaction where it meets the BT Requirements.

To date, there is no decisional practice in which the ICA has taken other actions to assess below-threshold transactions (e.g. by applying general antitrust rules).

Once a complete filing has been submitted, the ICA has 30 calendar days to conclude its Phase 1 investigation (15 days in case of public takeover). If Phase 1 results in a decision to open a Phase 2 investigation, the ICA has a further 90 calendar days from the date of such decision to complete its in-depth review. This 90-day period may be further extended by an additional 30 calendar days should the parties fail to provide requested data or information in their possession.

The ICA can call in:

• below-threshold transactions within six months of their completion; and
• transactions that met the notification thresholds but were not notified within five years of their completion.

Any undertaking concerned may voluntarily inform the ICA of a below-threshold transaction satisfying the BT Requirements by submitting a communication that includes:

• information on the parties;
• a concise description of the transaction;
• an indication of how the transaction meets the BT Requirements;
• an overview of the markets concerned, including the parties’ market shares;
• a statement of reasons why the transaction may give rise to substantive competition concerns;
• an indication of whether the transaction is subject to any other merger control filings.

This communication may be submitted prior to signing, provided that the parties have reached an agreement on the essential elements of the transaction.

Within 60 days of receipt of the communication, the ICA may require the party(ies) to formally notify the transaction in accordance with standard procedures.

Where the Italian thresholds are met, notification is mandatory, unless the transaction has an EU dimension and is thus notified before the European Commission. There is no waiver mechanism.

There is no standstill obligation. While a concentration must be notified before its implementation, it can be implemented before clearance. As a general rule, a concentration is deemed to be implemented when the ability to exercise decisive influence over the economic activities of the undertaking concerned has been acquired.

With the decision opening Phase 2 review, the ICA can order to suspend the implementation of the transaction.

Not applicable.

The duty to notify rests with:

• each undertaking acquiring control (in acquisitions of joint control, or creations of full-function joint ventures);
• each of the undertakings participating in a merger;
• the undertaking to which the ICA has addressed the request to notify a below-threshold transaction. If the addressee of the ICA’s request was the target/seller, the notification may also be submitted by the acquirer.

The aforementioned notifications may alternatively be made by the undertaking directly participating in the transaction or any of its direct or indirect parent(s).

No filing fee is due.

A concentration must be notified once the parties have reached an agreement on the essential elements of the transaction. In principle, the ICA only accepts notifications based on signed binding agreements, although, on some occasions, the ICA has also accepted non-binding agreements.

Below-threshold transactions called in by the ICA shall be notified within 30 days of receipt of the ICA’s request to notify. The ICA may, in exceptional circumstances, extend this deadline by a further 30 days upon a reasoned and timely request by the undertakings concerned.

There is no specific deadline except for what is indicated under Question 4.2.

The English template notification form is available at www.en.agcm.it/en/areas-of-activity/competition/mergers-and-acquisitions/merger-notification-form. As of 1 September 2026, notifications must be submitted only through the ICA’s dedicated online platform accessible at www.agcm.it/per-le-imprese/Concorrenza/concentrazioni/formulario-per-la-comunicazione.

The information required by the form include details on the parties, their parents and subsidiaries; the transaction; and the relevant markets (e.g. market shares of the parties and their main competitors, as well as the supporting documents and methodologies used to calculate the total size of the market and the market shares).

Moreover, where the transaction gives rise to at least an affected market (i.e. a market in which horizontal overlaps or vertical/conglomerate relationships meet the thresholds and criteria defined by the ICA), the notifying parties are required to submit a long-form including:

• extensive information on the structure of supply and demand, key suppliers and customers, barriers to entry and competitors’ market shares for the previous three financial years;
• internal documents (minutes, analyses, reports, presentations, etc.) drawn up by, received by, or prepared for senior management in connection with the transaction; and
• any internal documents produced in the two years preceding notification with respect to the affected markets.

For the complete list of information required, please refer to the form template (see www.en.agcm.it/en/areas-of-activity/competition/mergers-and-acquisitions/merger-notification-form).

Forms shall be notified via certified email (until 31 August 2026) or digitally signed and submitted through the ICA’s platform (see Question 4.8).

If the notification is made through external counsels, a power of attorney executed by the company’s legal representative (no apostille or special formalities required) shall be attached to the form.

The ICA only accepts notification filings in Italian. Responses to the ICA’s requests for information shall also be submitted in Italian. Supporting documents submitted with the form may also need to be translated into Italian, although the ICA may, in some cases, accept English versions.

Where the concentration does not give rise to any affected markets, the notification may be submitted using a short version of the form which does not require to provide the extensive information and documents indicated under Question 4.8.

Pre-notification is not mandatory but has become common practice to avoid incomplete notifications that may result in the interruption of the review period. In particular, in the course of pre-notification (which, in practice, consists of submitting a draft notification form to the ICA), the following information must be provided:

• the undertakings involved in the concentration;
• a brief description of the structure of the transaction;
• an indication of the relevant markets;
• the position of the undertakings in the relevant markets; and
• whether the transaction has been or will be notified to authorities in other jurisdictions.

The duration of the pre-notification phase is not predetermined and varies according to the complexity of the case (i.e. it can last from a few days to several weeks).

The main review phases and statutory timelines are as follows:

• Phase 1. Upon receipt of a complete notification, the ICA has 30 calendar days to decide whether the concentration falls within its jurisdiction and, if so, to clear it or open an in-depth investigation. In respect of public takeovers, this period is halved to 15 days. Where the ICA considers the notification to be incomplete, inaccurate, or misleading, it may issue requests for information, thereby interrupting the review period, which will begin to run afresh once the requested information has been provided.
• Phase 2. Where the ICA opens an in-depth investigation, it must adopt its final decision within 90 calendar days from the opening of Phase 2. This period may be formally extended by up to 30 calendar days where the ICA considers that additional information is required.

Should the ICA fail to act within the statutory deadlines illustrated above, the transaction should be deemed cleared as the ICA loses the power to intervene.

Statutory deadlines are calculated on a calendar-day basis. Where a deadline falls on a weekend or public holiday, it is automatically extended to the next working day.

In general, the preparation of the notification form requires no less than 2–4 weeks. In non-problematic transactions, pre-notification discussions typically last around one week, whilst clearance is ordinarily expected within the 30-calendar-day Phase 1 review period.

Public takeovers meeting the relevant thresholds shall be notified to the ICA simultaneously with notification to CONSOB. In such cases, the ICA’s Phase 1 review period is halved to 15 days. If the ICA decides to open an in-depth investigation, it must inform CONSOB.

Third parties may participate in the review process of a concentration before the ICA at the following stages:

• Shortly after the notification is submitted, the ICA publishes on its website a notice containing the basic details of the transaction, including the identity and activities of the parties, a summary description of the transaction structure, and the economic sectors involved. Interested third parties may submit observations, typically within five working days of the notice’s publication.
• Within 30 days of publication of the decision to open a Phase 2 review, third parties may ask the ICA to intervene in the proceedings, which would allow them to have access to a non-confidential version of the case file, to make written submissions, and participate in oral hearings.
• During Phase 2, the ICA may request third parties to provide comments and observations on proposed remedies.
• During the entire review process, the ICA may request third parties to provide relevant information and documents.

Since 2023, the ICA has introduced its own whistleblowing platform, allowing anyone in possession of information on infringements of competition rules to report anticompetitive practices (including gun jumping) anonymously.

The ICA may at any time formally require undertakings and other entities (whether involved in the concentration or not) to provide any information and documents in their possession. The ICA assigns an adequate term to comply with its requests (not exceeding 60 days). Failure to comply, or the provision of untruthful information or documents, may give rise to sanctions (see also Question 7.3).

Information acquired by the ICA is protected by confidentiality. Parties can also ask to keep specific information or documents confidential from other parties.

In line with the EUMR framework, the substantive test applied is whether the concentration significantly impedes effective competition in the relevant market (so-called SIEC test) also as a result of the creation or strengthening of a dominant position. In particular, the ICA verifies whether the concentration restricts competition by reason of horizontal overlaps, vertical relationships, or conglomerate effects, taking into account, among others, the structure of the markets concerned, actual or potential competition, market shares, the impact on suppliers and customers, access to sources of supply or outlets, barriers to entry, trends in the supply and demand, consumer interests and innovation.

Notifying parties may include detailed information on the efficiencies and benefits arising from the concentration, supported with adequate documentation, so as to enable the ICA to weigh them against the restrictive effects of the transaction. In principle, efficiencies do not play a decisive role in outweighing competition concerns, especially in horizontal mergers.

Notifying parties are typically made aware of the ICA’s concerns through informal discussions held during pre-notification and Phase 1. The first act in which the ICA spells out the potential concerns raised by a concentration is the decision to open Phase 2, which sets out the ICA’s preliminary assessment of the reasons why it considers that the transaction may give rise to competition concerns, the deadline for conclusion of the proceedings, the deadline within which the undertakings concerned and interested third parties may request an oral hearing, and the ICA’s unit and case-handler appointed as responsible for the proceedings. Before adopting its final decision, the ICA issues a Statement of Objections detailing the grounds on which it considers the transaction liable to restrict competition. The parties may respond in writing and request an oral hearing.

Clearance subject to commitments is possible only in Phase 2, which is the stage at which remedy discussions are formally opened. Commitments may be proposed by the notifying party(ies) or directly imposed by the ICA.

The ICA may impose any structural or behavioural remedy that is proportionate to and necessary for removing the competitive concerns arising from the concentration. Structural remedies are generally preferred, as they are considered more immediately effective, easier to monitor, and less susceptible to circumvention.

Where the concentration has already been implemented, the ICA may impose the measures necessary to restore effective competition and remedy the distortive effects on competition, including, where appropriate, the divestiture of a business or the unwinding of the transaction.

The timing of compliance depends on the nature of the remedies imposed. Typically, remedies must be implemented prior to completion of the transaction. The ICA verifies that remedies are correctly implemented through periodic compliance reports submitted by the parties and, in some instances, the appointment of a monitoring trustee.

The ICA communicates its decision directly to the undertakings concerned. A non-confidential version of the decision is also published in the ICA’s weekly bulletin and subsequently made available on the ICA’s website.

Clearance decisions come into immediate effect.

The clearance decision covers ancillary restraints — which must be described in a specific section of the notification form — to the extent they are directly related to and necessary for the implementation of the concentration.

ICA’s decisions may be challenged before the Regional Administrative Court of Rome (TAR Lazio) within 60 days from the notification of the decision. Alternatively, an extraordinary appeal may be filed with the President of the Italian Republic within 120 days of notification of the decision.

TAR Lazio’s judgments may be appealed to the Council of State within 30 days of notification of the first-instance judgment or, where the judgment has not been notified, within three months of its publication.

Undertakings or individuals subject to the notification obligation that failed to notify a concentration within the prescribed deadline may be sanctioned by the ICA with administrative fines of up to 1% of their total worldwide turnover in the financial year preceding the opening of proceedings. To date, the highest fine imposed by the ICA for failure to notify is approx. EUR 310,000 (case C8094, Lidl Italia/Rami D’Azienda). Where failure to comply with the notification obligation is accompanied by mitigating circumstances (such as the absence of intent, voluntary disclosure, or the limited duration of the infringement) the ICA has generally imposed fines not exceeding EUR 10,000.

In addition, the ICA retains the power to assess the concentration on the merits and, where the transaction has already been implemented in breach of a subsequent prohibition decision or a conditional clearance decision, the ICA may (i) impose fines ranging from 1% to 10% of the turnover generated by the business activities concerned by the concentration; and (ii) order any measures necessary to restore effective competition, including unwinding the transaction.

There is no evidence suggesting that detection, enforcement or the imposition of penalties has been applied differently to domestic undertakings as compared to foreign entities.

None, assuming that the transaction has been notified before closing and the ICA has not, in its decision to open Phase 2, expressly ordered the parties to suspend closing pending the outcome of the proceedings. Any breach of such an order would give rise to the consequences outlined in Question 7.1.

If undertakings or entities, intentionally or negligently, provide false, incomplete or misleading information, or refuse, without justified grounds, to provide — whether by omission or delay — the information or documents requested, the ICA may sanction them with administrative fines of up to 1% of the undertaking’s total worldwide turnover in the last financial year (see, for example, case C12667B, PAC2000A/Rami di Azienda di Doc Roma-Unicoop Firenze – Informazioni Fornite, in which the ICA imposed a fine of EUR 25,000 on PAC2000A for providing information that was found to be untrue, as it was inaccurate and misleading).