The primary source of Italian merger control law is Law No 287 of 10 October 1990, as subsequently amended (“Law No 287/1990”). The relevant substantive provisions are mainly contained in Articles 5 to 7, which define the notions of concentrations and control and set out the substantive assessment framework, and in Articles 16 to 19, which regulate notification, procedure, remedies and sanctions.

The procedural framework is supplemented by Presidential Decree No 217 of 30 April 1998, which governs proceedings before the Italian Competition Authority (the “Authority”), including notifications, investigative powers, access to file and participation by third parties.

The Italian merger control framework largely mirrors the corresponding provisions at EU level. In practice, the Authority relies extensively on EU rules and principles, including the EU Merger Regulation, the European Commission’s Consolidated Jurisdictional Notice, decisional practice and EU case law. These sources are particularly relevant to issues such as the notion of control, full-function joint ventures, undertakings concerned and turnover allocation.

In addition, the Authority has issued practical guidance on the notification of concentrations, including a communication on the modalities for notifying transactions under Article 16 of Law No 287/1990 and the related notification form.

Sector-Specific Legislation

Certain concentrations may be subject to additional filing or authorisation requirements before sectoral regulators, in parallel with Italian merger control. These regimes pursue regulatory or prudential objectives and must therefore be assessed separately from the notification obligation before the Authority.

In the banking and financial sector, acquisitions of qualifying shareholdings in banks and other regulated intermediaries may require prior authorisation by the competent supervisory authorities, including the Bank of Italy and, where applicable, the European Central Bank. In case of listed companies, disclosure and procedural obligations before the Italian Securities and Exchange Commission (CONSOB) may also be relevant.

In the insurance sector, transactions involving qualifying shareholdings or control over insurance or reinsurance undertakings may require filings or authorisations before the Italian Insurance Supervisory Authority (IVASS).

Media and communications are subject to a specific regulatory regime administered by the Italian Communications Authority (AGCOM).

Foreign Investment Review

Foreign transactions may also fall within Italy’s foreign direct investment screening regime, commonly referred to as the “golden power” regime. This regime is separate from merger control and is governed by a distinct set of rules, discussed in 9.1 Legislation and Filing Requirements.

Italian Competition Authority

Italian merger control law is enforced by the Authority, which is an independent administrative authority and acts both as investigating authority and decision-maker in merger control proceedings.

The Authority is responsible for assessing whether a transaction amounts to a concentration, whether the Italian jurisdictional thresholds are met, whether a notification is required, and whether the transaction may significantly impede effective competition in the Italian market or in a substantial part of it. The Authority may clear a transaction, open an in-depth investigation, impose remedies or prohibit the transaction where the legal conditions are met.

Sectoral Authorities

Other authorities may be involved where the transaction concerns regulated sectors. Their role is separate from the Authority’s competition assessment and is generally consultative or regulatory in nature – see 1.2 Legislation Relating to Particular Sectors.

Mandatory Notification

Italian merger control is based on a mandatory notification system. A concentration must be notified to the Authority before implementation where it falls within the scope of Italian merger control and the applicable jurisdictional thresholds are met.

Notification may also become mandatory where the Authority exercises its call-in powers for below-threshold concentrations, as discussed in 2.11 Power of Authorities to Investigate a Transaction.

Voluntary Communications

Although the ordinary Italian merger control regime is mandatory rather than voluntary, parties may inform the Authority of a below-threshold transaction where they consider that it may fall within the Authority’s call-in powers. This may be useful to reduce uncertainty in cases involving innovative businesses, nascent competitors or competitively significant assets.

Failure to Notify

Failure to notify a concentration that is subject to mandatory notification may give rise to administrative fines. Under Article 19(2) of Law No 287/1990, where the parties intentionally or negligently fail to notify a concentration before implementation, the Authority may impose a fine of up to 1% of the worldwide turnover of the undertaking responsible for the filing in the preceding financial year.

In practice, the Authority actively enforces the notification obligation. In setting the amount of the fine, the Authority generally takes into account the relevant factual circumstances, including whether the transaction raised substantive competition concerns, the duration of the infringement, the parties’ co-operation (including whether the parties voluntarily made a late filing), and the degree of negligence. For instance, in its Esselunga/Co.Ge.Man decision (2013), the Authority held that uncertainty as to the legal classification of the transaction was not a valid justification for failure to notify, given that the merger control rules had long been in force and were ascertainable with ordinary diligence.

Prior Notification, Rather Than Standstill, Obligation

Italian merger control must be distinguished from regimes imposing a full suspensory obligation (so-called standstill obligation). In Italy, notification is compulsory but once the transaction has been notified the parties are generally not required to wait for clearance before closing.

In other words, the parties must notify before implementation, but implementation after notification (and before clearance) is not prohibited as such.

Suspension During Phase II

A standstill obligation may arise only if the Authority opens an in-depth investigation and on that occasion expressly orders the parties not to implement the transaction pending completion of its review. In practice, such suspension orders are exceptional.

Fines for failure to notify are imposed by formal Authority decisions and are made public, subject to the ordinary rules on confidentiality and protection of business secrets.

Transactions Caught by Merger Control

Italian merger control applies to transactions that constitute a concentration within the meaning of Law No 287/1990. The main categories are:

• the merger of two or more previously independent undertakings, or parts of undertakings;
• the acquisition, directly or indirectly, of sole or joint control over the whole or part of another undertaking; and
• the creation of a full-function joint venture.

The acquisition of control may occur through the purchase of shares or assets, but the form of the transaction is not decisive. The Authority generally follows the principles developed by the European Commission and EU case law when assessing whether a concentration exists.

Internal Restructurings

Internal restructurings or reorganisations within the same corporate group are not caught by Italian merger control to the extent they do not involve a change in control between independent undertakings.

Substance Over Form

Transactions not involving a straightforward transfer of shares or assets may still be caught if they bring about a lasting change of control over an undertaking or part of an undertaking. This may include shareholders’ agreements, amendments to articles of association, governance arrangements, veto rights, management rights, business leases or other contractual arrangements that confer decisive influence over the strategic commercial conduct of a business.

Definition of Control

Control is defined broadly under Law No 287/1990. It exists where rights, contracts or other legal relationships confer the ability to exercise decisive influence over an undertaking’s activities, whether through ownership, voting rights, rights of use over assets or influence over corporate bodies. Control may be sole or joint, direct or indirect, positive or negative. In assessing control, the Authority generally follows the European Commission’s Consolidated Jurisdictional Notice.

Minority Shareholdings

The acquisition of a minority shareholding may be caught where it confers sole or joint control – for example, through veto rights going beyond ordinary minority protection or through contractual or factual circumstances conferring decisive influence.

A concentration must be notified to the Authority if it does not fall within the exclusive jurisdiction of the European Commission under the EU Merger Regulation and both the relevant turnover thresholds are cumulatively met.

For 2026, the relevant thresholds are:

• the aggregate Italian turnover of all undertakings concerned exceeds EUR595 million; and
• the Italian turnover achieved individually by each of at least two undertakings concerned exceeds EUR36 million.

A separate set of thresholds applies for the Authority to possibly exercise call-in powers, as discussed in 2.11 Power of Authorities to Investigate a Transaction.

Turnover-Based Thresholds

Italian jurisdictional thresholds are based on turnover only. There are no asset-based, transaction-value or market-share thresholds for ordinary merger control purposes.

The relevant turnover is generally the turnover generated in Italy in the last completed financial year by the undertakings concerned. It includes revenues from the sale of products and the provision of services forming part of the ordinary business of the relevant undertaking, net of returns, rebates, discounts and taxes directly linked to turnover, such as VAT. Intra-group sales are excluded.

The Authority generally applies principles consistent with the European Commission’s approach to the calculation and geographical allocation of turnover. Turnover is normally allocated to Italy by reference to the location of the customer or the place where the goods or services are supplied.

Foreign Currency

Where turnover is booked in a currency other than euros, the amounts should be converted into euros using the average exchange rate for the financial year to which the turnover relates. In practice, parties commonly rely on European Central Bank exchange rates.

Banks, Financial Institutions and Insurance Undertakings

Specific rules apply to the calculation of turnover of banks, financial institutions and insurance undertakings. For banks and other financial institutions, turnover is replaced by the sum of certain income items, including interest and similar income, income from securities and participating interests, commissions, profits from financial operations and other operating income, net of applicable taxes directly linked to those items.

For insurance undertakings, turnover is calculated by reference to the value of gross premiums written, including premiums received and receivable under insurance contracts, net of taxes and contributions charged by reference to the amount of those premiums.

Undertakings Concerned

The undertakings whose turnover is relevant depend on the type of transaction. The Authority generally follows the European Commission’s approach to the concept of “undertakings concerned” and to the allocation of turnover.

In an acquisition, the relevant turnover is that of the entire corporate group to which the acquiring entity(-ies) belongs (belong), including entities directly or indirectly controlled by the same ultimate parent company, and that of the acquired undertaking and its controlled subsidiaries, or of the acquired assets or business, where the transaction concerns only part of an undertaking the target business. The seller’s turnover is not included, unless the seller retains joint control over the target after completion.

In a merger, the relevant turnover is that of each of the merging undertakings, including their respective groups.

In the creation of a full-function joint venture, the relevant turnover includes the turnover of the parent undertakings acquiring joint control and the turnover attributable to the joint venture or to the assets and businesses contributed to it.

Changes During the Reference Period

The reference period is normally the last completed financial year. Where the structure of the relevant group or business has changed materially during or after that period, for example because of acquisitions, divestments or closures, turnover should be adjusted to reflect the economic perimeter of the undertaking concerned at the time of the transaction.

Foreign-to-foreign transactions may be subject to Italian merger control if both Italian turnover thresholds are met. The fact that the parties are incorporated outside Italy, or that the transaction is negotiated and completed abroad, does not exclude Italian jurisdiction.

There is no separate local effects test and no Italian physical presence is required. The relevant nexus is normally established through Italian turnover, meaning that the Authority does not need to prove it separately.

If the target has no turnover in Italy, the ordinary thresholds will not be met. However, such transactions may still need to be considered under the Authority’s below-threshold call-in powers, discussed in 2.11 Power of Authorities to Investigate a Transaction.

Italian merger control does not include a market share-based jurisdictional threshold.

Joint ventures are subject to Italian merger control where they constitute a concentration within the meaning of Law No 287/1990 and the applicable jurisdictional thresholds are met. This is the case where two or more undertakings create a joint venture that performs, on a lasting basis, all the functions of an autonomous economic entity.

The Authority follows the criteria applied under EU merger control. A joint venture is therefore notifiable only if it is “full-function”. This requires an assessment of whether the joint venture has the resources and operational autonomy necessary to act independently on the market.

Relevant factors include whether the joint venture has its own management, personnel, financing, assets and access to the market, and whether it conducts activities on a durable basis. A joint venture that merely performs an auxiliary function for its parents, or sells to or purchases from them on a non-market basis, will generally not be full-function.

If a joint venture is not full-function, it is not a reportable transaction under Italian merger control rules, although the arrangements between the parents may still need to be assessed under rules on restrictive agreements.

Call-In Powers

The Authority may require notification of a concentration that does not meet the ordinary Italian turnover thresholds. This call-in power applies where three cumulative conditions are met:

• at least one of the two ordinary Italian turnover thresholds is exceeded, or the aggregate worldwide turnover of all undertakings concerned exceeds EUR5 billion;
• the transaction may raise concrete risks for competition in the Italian market, or in a substantial part of it, including possible adverse effects on the development of small undertakings characterised by innovative strategies; and
• no more than six months must have elapsed since completion of the transaction.

Where these conditions are met, the Authority may require any of the undertakings concerned to notify the transaction within 30 calendar days. This period may be extended in exceptional circumstances upon a reasoned request by the parties.

Application in Practice

The Authority has already used these powers in practice. The regime has been applied not only in innovation-driven sectors, but also in more traditional markets. A notable example is the acquisition of Israeli start-up Run:ai by global chips manufacturer NVIDIA, which the Authority called in and then referred to the European Commission in 2024.

Limitation Period

The call-in power is limited to six months after completion.

As discussed in 2.2 Failure to Notify, Italian merger control requires prior notification but does not impose a general obligation to suspend implementation until clearance. The parties may generally close after notification, unless the Authority imposes a specific suspension order upon opening Phase II.

As discussed in 2.2 Failure to Notify, implementation before clearance is not prohibited if the transaction has been duly notified. Penalties may arise for failure to notify before implementation, or for breach of a specific suspension order imposed by the Authority in Phase II.

Since Italian merger control does not impose an automatic suspensive effect (see 2.2 Failure to Notify), waivers or derogations are generally unnecessary.

In public takeover bids, however, if the Authority opens Phase II and orders suspension, the acquirer may still implement the bid provided it does not exercise voting rights attached to the acquired securities.

As discussed in 2.2 Failure to Notify, closing before clearance is generally permitted once the transaction has been notified, unless the Authority has imposed a specific suspension order in Phase II.

If the Authority has imposed a suspension order in Phase II, a carve-out or hold-separate arrangement is not automatically available. The parties would need to ensure that the Italian business/assets are not transferred, integrated or otherwise brought under the purchaser’s control pending clearance, and that no voting rights, governance rights or decisive influence are exercised in relation to them. Given the absence of a general statutory safe harbour, the parties should disclose the proposed ring-fencing arrangements to the Authority before global closing and seek confirmation that they are compatible with the suspension order.

Italian merger control does not impose a fixed filing deadline by reference to signing or any other transaction milestone. The parties must notify before implementation but have flexibility as to timing, which is usually driven by the transaction timetable and the expected duration of the Authority’s review. Accordingly, there is no penalty for failing to file within a specific number of days after signing; the relevant infringement could only be failure to notify before implementation (see 2.2 Failure to Notify).

A binding agreement is not required before notification. A filing may be made once the parties have reached a sufficiently concrete agreement on the essential terms of the transaction, enabling the Authority to assess the concentration and its competitive effects.

This may include a memorandum of understanding, letter of intent, term sheet or similar document.

As discussed in 3.8 Pre-Notification Discussions With Authorities, parties may also engage in informal pre-notification contacts with the Authority before filing.

There are no filing fees for merger notifications in Italy, irrespective of the transaction’s size or complexity.

This should be distinguished from the general annual contribution to the Authority’s operating costs imposed on companies exceeding a certain turnover threshold, which is unrelated to individual merger filings.

In an acquisition of control, the acquirer files. In a merger, each merging entity is responsible for filing; the notification is usually filed jointly. In a joint venture, each parent acquiring joint control is responsible for filing. In a public bid, the bidder files, subject to the timing rules set out in 3.7 Review Process.

Information Required

Merger notifications must be submitted using the form prescribed by the Authority. The filing must describe the parties, the transaction structure, the nature of control acquired, the undertakings concerned, turnover data, ownership and governance links, and the relevant markets potentially affected by the transaction.

The level of detail depends on the complexity of the case. Where the transaction does not raise material competition issues, the filing may be relatively concise. Where affected markets are identified, or where the transaction involves overlaps, vertical links, potential competition, innovation issues or significant market positions, the filing must include a more detailed description of market definitions, market shares, competitors, customers, suppliers, entry barriers and competitive dynamics.

Supporting Documents

The filing must include at least the transaction documents, or the most recent drafts available, and the annual reports or financial statements of the undertakings concerned. Where relevant, the parties must also provide documents used to support the notification, including materials relied on for market definition, market size, market shares and competitive assessment.

For transactions giving rise to affected markets, internal documents are also required. These may include board or shareholder meeting materials, presentations, reports, studies or analyses prepared for officers or directors that discuss the transaction, its rationale, market conditions, competitors or the expected competitive effects.

Language and Formalities

The filing itself must be submitted in Italian. In practice, supporting documents may generally be submitted in English, although the Authority may request an Italian translation where necessary, particularly for documents or excerpts that are material to the assessment.

There are no general notarisation, apostille or certification requirements for merger filings. As of September 2026, the notification must be submitted electronically through the Authority’s filing system.

Incomplete Notification

If the Authority considers that a notification is incomplete, inaccurate or insufficient for the purposes of its review, it may request the notifying parties to provide additional information or documents. In that case, the review period will not start until the parties have provided the missing information and the Authority considers the notification complete.

This is the main practical consequence of an incomplete filing. In practice, requests for clarification or additional information are not uncommon, particularly where the transaction raises affected markets, vertical links, potential competition issues or questions concerning the calculation of turnover or the identity of the undertakings concerned.

Inaccurate or Misleading Information

Once a complete notification has been made, the Authority may still issue requests for information at any time. An ordinary RFI does not, merely because it is issued, automatically suspend or restart the Phase I deadline. However, if the Authority considers that the information requested is necessary to cure a serious incompleteness, inaccuracy or false statement in the notification, it may treat the RFI as a request for supplementary information to cure the incompleteness or inaccuracy of the notification, with the consequence that the Phase I timetable runs from receipt of the requested information. In Phase II, failure to provide requested information or data may allow the Authority to extend the 90-day investigation period by up to 30 days (see below).

If a party refuses or fails to provide the requested information, provides it late without justification, or supplies incorrect, incomplete or misleading information, the Authority may impose an administrative fine of up to 1% of the undertaking’s total worldwide turnover in the preceding financial year.

In addition, if the Authority discovers that a transaction was reviewed on the basis of seriously incomplete, inaccurate or untrue information, it may reopen the investigation even after the ordinary review period has expired. This may expose the parties to further review and, where relevant, to the fines for an incorrect filing.

Enforcement Practice

The Authority does use information requests in practice, and the interruption of the review period is a real procedural risk. Monetary sanctions for misleading or incomplete information are available, although the more common practical consequence is delay and further scrutiny of the filing.

The review period starts once the Authority receives a complete notification and is divided into up to two Phases.

In Phase I, the Authority has 30 calendar days to clear the transaction or open an in-depth investigation. The Phase I period is reduced to 15 calendar days in the case of public bids.

Requests for information in this Phase only have an impact on timing if the information requested is such to deem the original filing incomplete. If the Authority considers the notification seriously incomplete, inaccurate or untrue, it will request additional information. In that case, the Phase I review period is not merely suspended: the 30-day period starts again from the date on which the Authority receives the requested information and considers the notification complete.

If the Authority considers that the transaction may raise competition concerns, it opens a Phase II investigation. Phase II lasts 90 calendar days from the opening decision. This period may be extended by up to 30 additional calendar days if the parties fail to provide information or data requested by the Authority and available to them.

All in all, non-problematic transactions are usually cleared in Phase I and often before the expiry of the full 30-day period available to the Authority. Transactions requiring Phase II may take up to 120 additional calendar days after the opening of the in-depth investigation, excluding any interruption or pre-notification period.

Parties may engage in informal pre-notification discussions with the Authority before submitting a formal filing. This is not mandatory and is generally not necessary for straightforward transactions that do not raise affected markets, jurisdictional issues or substantive competition concerns.

Pre-notification may be useful in more complex cases, including transactions involving overlaps, vertical relationships, innovative or nascent competitors, or uncertainty regarding the information to be included in the filing.

The process is confidential. The Authority does not normally publish any information about the transaction at the pre-notification stage; publicity begins only after formal notification, subject to the protection of confidential information and business secrets.

The frequency and burden of information requests depend on the complexity of the transaction.

In straightforward Phase I cases, requests are usually limited – although at least one (set of) request(s) is near-inevitable – and are often conveyed informally by the case team, with the result that they do not interrupt the running of the 30-day review period.

In more complex cases, requests may be significantly more burdensome, covering market data, internal documents, customer and competitor information, entry conditions, innovation dynamics and evidence supporting the parties’ competitive assessment. Because these requests are typically time-consuming – both for the parties to respond to and for the case team to review – they are sent formally, with the effect of resetting the 30-day period, which begins to run anew from the date on which the requested information has been provided. See 3.7 Review Process.

In practice, the pre-notification period serves precisely to ensure that the filing form contains the bulk of the information required, so as to avoid delays once the transaction has been formally notified.

Italian merger control does not provide for a separate short-form, fast-track or accelerated review procedure. There is a single notification form, in which certain sections must be completed only where the transaction gives rise to affected markets.

The statutory review timetable remains the same. Straightforward transactions may in practice be cleared within Phase I, but there is no right to expedited clearance.

From the Dominance Test to the SIEC Standard

Up until recently, the Authority has employed the so-called dominance test, under which a transaction could be blocked only if it led to the “creation or strengthening of a dominant position as a result of which effective competition would be significantly impeded” (see Article 4 of Regulation (EEC) No 4064/89).

In 2022, Article 6(1) of Law No 287/1990 was amended in line with EU Regulation (EC) No 139/2004, replacing the dominance test with the “Significant Impediment to Effective Competition” (SIEC) test. Under this standard, a transaction is to be declared compatible with the market provided that it does not “impede effective competition in the common market or in a substantial part of it, in particular [but not exclusively] as a result of the creation or strengthening of a dominant position”. 

Accordingly, the Authority must take into consideration the competitive impact of a transaction in light of the need to preserve and develop effective competition, irrespective of whether the transaction leads to the creation or strengthening of a dominant position, taking into account the structure of all affected markets and actual or potential competition, as well as a range of factors including:

• the market position of the undertakings concerned and their economic and financial strength;
• the alternatives available to suppliers and users;
• access to sources of supply or market outlets;
• the existence of legal or de facto barriers to entry;
• supply and demand trends for the relevant products and services; the interests of intermediate and final consumers; and
• technical and economic progress, provided that such progress benefits consumers and does not constitute an impediment to competition.

Criteria for Defining Affected Markets

The relevant product and geographic markets define the scope within which the market power resulting from the concentration must be assessed.

They represent, respectively, the smallest group of products and the smallest geographic area in which – given existing substitution possibilities – the concentration may significantly impede effective competition, in particular through the creation or strengthening of a dominant position. Also in this respect, the Authority generally follows the European Commission’s decision-making practice.

The relevant markets are considered affected by the concentration where any of the following conditions is met:

• two or more of the parties to the merger operate in the same market and will hold, post-transaction, a combined market share of at least 20% (with a HHI delta exceeding 150) or a share exceeding 50%;
• one of the parties to the merger holds at least a 20% share and another participant is either a potential competitor (ie, it has planned, developed or pursued market entry within the last three years) or a recent entrant (having entered the market within the last five years);
• one of the parties to the merger will hold at least a 30% share post-transaction, and another participant operates in an upstream or downstream market (in which case that adjacent market is also considered affected);
• one of the parties to the merger holds at least a 30% share, and another participant holds assets (such as raw materials, infrastructure, data, or intellectual property rights) that are important for that market or a closely related neighbouring market;
• one of the parties to the merger is present in a product market that is closely related to a product market in which another participant operates, and the individual or combined share on either market is at least 30%;
• the target of the acquisition or merger is an important innovator or is conducting potentially significant research activities; and
• the target is a start-up or new operator with significant competitive potential that has not yet developed or adopted a business model generating significant revenues (or is still in the early stages of implementing such a model).

De Minimis Level

In cases where the parties’ activities overlap, Italian law does not establish a formal de minimis threshold below which competitive concerns are presumed not to arise. However, in practice, the Authority generally follows the European Commission’s approach, according to which horizontal overlaps resulting in combined market shares below 25% are unlikely to give rise to competition concerns, absent specific circumstances indicating otherwise.

Other than on its own precedents and Italian administrative case law, the Authority regularly draws on the case law and decisional practice of the European Commission, particularly with regard to market definitions, substantive assessment criteria, and the analytical framework for evaluating concentrations.

While the European Commission’s practice remains the primary reference point, it is not excluded that the Authority may also take into account precedents from other jurisdictions where relevant to the case at hand, including other member states of the European Union.

The Authority’s substantive assessment of concentrations is generally aligned with the EU merger control framework and the European Commission’s practice. As such, the Authority may investigate the full range of competition concerns typically considered under EU merger control.

These include unilateral effects (ie, whether the merged entity would be able to profitably raise prices or reduce output independently of its competitors) and co-ordinated effects (ie, whether the transaction would make it easier for the remaining market players to co-ordinate their competitive behaviour, whether explicitly or tacitly).

The Authority may also assess vertical concerns (eg, input or customer foreclosure), conglomerate or portfolio effects (eg, leveraging or bundling strategies across related markets).

Parties may submit efficiency arguments in the context of merger review. Indeed, the Authority’s notification form includes a dedicated, although voluntary, section in which parties are invited to:

• describe each expected efficiency gain (including cost savings, introduction of new products, and service or product improvements);
• explain in detail how the transaction would enable such gains;
• quantify the efficiencies where possible, distinguishing between one-off fixed-cost savings, recurring fixed-cost savings and variable cost savings;
• demonstrate the extent to which customers would benefit from such efficiencies; and
• explain why the same efficiencies could not be achieved through less anti-competitive means (ie, that they are merger-specific).

However, while the Authority will assess duly substantiated efficiency claims, to date, no efficiency submission has been considered sufficient by the Authority to outweigh serious anti-competitive concerns, on the grounds that the efficiencies were either insufficiently substantiated, not merger-specific or otherwise ineffective.

As a general rule, the Authority does not take non-competition issues into account in its merger review. The assessment is focused on the effects of the transaction on competition in the relevant markets. That said, non-competition considerations may come into play in specific contexts:

• in exceptional cases, where major general national interests are involved in the process of European integration, Article 25(1) of Law No 287/1990 empowers the Italian government to lay down general criteria to be used by the Authority to authorise concentrations that would otherwise be prohibited, provided that competition is not eliminated from the market or restricted to an extent that is not strictly justified by the pursuit of the above-mentioned major interests. Even then, the Authority retains the right to impose such measures as are necessary to re-establish conditions of full competition within a prescribed period;
• Article 25(2) of Law No 287/1990 also permits the President of the Council of Ministers to prohibit, for essential reasons of national economy, concentrations involving undertakings from jurisdictions that do not provide equivalent protection for the independence of undertakings under their laws or that apply discriminatory measures or impose clauses having similar effects in respect of acquisitions by Italian undertakings; and
• pursuant to Article 20(5)bis of Law No 287/1990, at the request of the Bank of Italy, the Authority may authorise a concentration involving banks or banking groups that creates or strengthens a dominant position, where this is necessary in the interests of the financial stability of one or more of the parties involved. The authorisation may not, however, permit any restriction of competition that is not strictly necessary to achieve that objective.

To date, it seems that only the first of these provisions has ever been applied, and even then on just a single occasion – in the Compagnia Aerea Italiana/Alitalia Linee Aeree Italiane – Airone case, which concerned the 2008 reorganisation of the Italian air carrier Alitalia pursuant to Law-Decree No 134/2008.

For details on foreign direct investment screening, see 9.1 Legislation and FIling Requirements.

The Authority’s review of full-function joint ventures includes specific considerations regarding potential co-ordination effects between the parent companies. In particular, the Authority’s notification form requires the notifying parties to:

• disclose overlapping or related activities: the parties must indicate whether one or more of the parent companies retain significant activities in the same market as the joint venture, or in a market that is upstream, downstream or closely related to that of the joint venture. If so, the parties must provide, for each such market: (i) the turnover of each parent company in the preceding financial year; (ii) the economic significance of the joint venture’s activities relative to its turnover; and (iii) the market share of each parent company; and
• assess the absence of co-ordination risks: the parties must explain whether, in their view, the creation of the joint venture does not have the effect of co-ordinating the competitive behaviour of independent undertakings in a manner that would constitute a restriction of competition within the meaning of Article 2(2) of Law No 287/1990 or Article 101(1) TFEU, and set out the reasons for that assessment.

Substantive Test

Under Article 6(1) of Law No 287/1990, the Authority assesses whether a concentration would “obstruct effective competition in the national market or in a relevant part thereof in a significant manner, in particular due to the creation or strengthening of a dominant position” – a standard aligned with the EU SIEC test.

Review Procedure and Decision-Making Powers

As discussed in 3.7 Review Process, the procedure is two-fold. In Phase I, the Authority may either clear the transaction, decide not to open an investigation, refer the case to the European Commission or open Phase II if it considers that the transaction may raise competition concerns.

The Authority cannot prohibit a concentration in Phase I. If the Authority considers that the transaction may need to be prohibited or authorised subject to remedies, it must open a Phase II investigation. When opening Phase II, the Authority may also order suspension of the transaction pending completion of the review.

At the end of Phase II, the Authority may either clear the concentration unconditionally, authorise it subject to remedies or prohibit it. If the transaction has already been implemented, in whole or in part, when a prohibition is issued, the Authority may prescribe the measures necessary to restore conditions of effective competition and eliminate the distortive effects already produced. Remedies are discussed in 5.2 Parties’ Ability to Negotiate Remedies.

Legal Basis for Remedies

Under Article 6(2) of Law No 287/1990, if at the end of Phase II the Authority finds that the concentration is capable of significantly and durably obstructing competition, it may either prohibit it or authorise it “prescribing the necessary measures to prevent such consequences”.

Remedies Offered by the Parties

These measures are usually offered by the parties; the Authority, having assessed their adequacy, imposes an obligation to comply with them as a condition for authorisation. The remedies therefore form an integral part of the final decision. The possibility for the Authority to unilaterally impose corrective measures, including measures that are different from or additional to those offered by the parties, is discussed in 5.4 Negotiating Remedies With Authorities.

Structural and Behavioural Remedies

Remedies may be structural (typically the divestiture of business assets, business units or subsidiaries) or behavioural (such as commitments by the acquiring company to act in a certain manner). Despite a preference for structural remedies, the Authority frequently deems behavioural measures appropriate to prevent the restrictive effects of concentrations, especially (but not only) in vertical mergers. In practice, the competitive concerns associated with a concentration may often be resolved by combining structural and behavioural remedies.

Non-Competition Issues

Remedies are not required to address non-competition issues. That said, Article 25 of Law No 287/1990 allows, at least in theory, for some exceptions. See 4.6 Non-Competition Issues for details.

Applicable Standard

There are no Authority guidelines on merger remedies. The Authority tends to follow the indications of the European Commission’s Remedies Notice.

Requirements for Acceptance

To be accepted, remedies must satisfy two basic conditions: (i) they must entirely eliminate the Authority’s competition concerns and (ii) they must be capable of being implemented effectively within a short period of time. In compliance with the principle of proportionality, the remedies must address the identified anti-competitive concerns (suitability) and must not exceed what is necessary to remedy them (necessity).

Burden of Proof

It is the parties’ burden to demonstrate that the proposed remedies are adequate.

Timing of Remedies

Law No 287/1990 does not formally allow the Authority to accept commitments already in Phase I, but only in Phase II. In practice, where concerns arise in Phase I, parties may address them by withdrawing the notification and re-notifying a modified transaction in light of the objections raised by the Authority.

Authority’s Power to Impose Measures

A key feature of the Italian system is that the Authority may not only accept remedies offered by the parties but may also unilaterally impose corrective measures, including measures that are different from or additional to those offered by the parties. This power derives from Article 6(2), which expressly allows the Authority to “prescribe the necessary measures” to prevent the restrictive consequences of the concentration. If the Authority unilaterally imposes measures or modifies those offered, the notifying party remains free not to complete the transaction, subject to any inter-party agreements that require closing regardless.

Interaction With the Authority and Third Parties

In practice, interaction with the Authority’s officials can be intensive, particularly when commitments are presented or modifications to them are discussed. The Authority examines the nature, scope and implementation modalities of the measures in the light of the characteristics of the relevant markets and the parties’ position and comments submitted by competitors, customers and other third parties in a market test. In particular, the Authority contacts the parties’ customers and suppliers – whose identity and contractual relationships the parties must disclose – to gather data and feedback on the impact of the notified concentration.

Timing for Divestitures

For commitments consisting of the divestiture of assets, the divestiture must normally be completed within a period of six-to-12 months from the adoption of the final decision. The purchaser is subject to the Authority’s approval. The deadline is set in the final decision and is normally redacted, for confidentiality reasons, in the publicly accessible version.

Closing Before Compliance With Remedies

Since Italian law does not impose a general standstill obligation, parties may in principle complete the transaction before remedies are complied with, unless the Authority has ordered a suspension of the transaction or the decision requires an up-front buyer mechanism (whereby the parties may not complete the notified transaction before signing a binding agreement with a purchaser pre-approved by the Authority) or a fix-it-first mechanism (whereby the parties conclude a binding divestiture agreement with a suitable purchaser already during the merger review procedure).

Non-Compliance With Remedies

Non-compliance with corrective measures, in whole or in part, may result in revocation of the authorisation and the imposition of financial penalties. In the absence of an express provision, the Authority has held that Article 19(1) of Law No 287/1990 – which governs sanctions for non-compliance with a prohibition decision – also applies to failure to comply with remedies. In particular, the Authority may impose administrative fines between 1% and 10% of the turnover of the business activities subject to the concentration.

Issuance of Formal Decision

A formal decision is issued to the parties in all cases. The decision is communicated to the notifying parties and to the Minister responsible for economic development.

Publication of the Decision

A non-confidential version of the decision is subsequently published on the Authority’s official bulletin (issued weekly) and on its official website, normally within a couple of weeks of its adoption.

Press Release

On the day the formal decision is adopted, the Authority may also issue a press release on its website summarising the main contents of the decision.

Prohibitions and Conditional Clearances

Remedies decisions are rare in Italy and outright prohibitions even rarer. Over the period 2020–2025, the Authority issued only one prohibition decision – in Enel Produzione/ERG Power (2022), concerning the Sicilian wholesale electricity market. In the same period, the Authority adopted approximately 20 conditional clearance decisions, consistently amounting to a low single-digit number each year, across a variety of sectors – including, by way of notable example, Intesa Sanpaolo/UBI Banca (banking, 2020), involving the divestiture of over 500 bank branches, and Italgas/2i Rete Gas (gas distribution, 2025), involving a substantial package of structural and behavioural remedies to preserve competition in future concession tenders.

Foreign-to-Foreign Transactions

None of these cases concerned a purely foreign-to-foreign transaction. While some transactions involved non-Italian parent groups, in each case the transaction concerned Italian operating entities, consistent with the nature of the Italian turnover-based notification thresholds, which primarily capture transactions with a meaningful nexus to the Italian market.

Ancillary Restraints: Coverage, Assessment and Notification Requirements

The Authority’s assessment of a notified transaction also covers any related arrangements (ancillary restraints) directly related to, and necessary for, the concentration’s successful implementation based on the principles set out in the relevant Commission’s 2005 Notice on Ancillary Restraints.

Though not expressly required by law, the Authority’s notification form requires that the parties to a merger provide a description of such related arrangements and an explanation as to why they should be considered directly related to and necessary for the concentration’s successful implementation.

When issuing a clearance decision, the Authority typically makes an explicit exclusion of any restrictions not considered ancillary, leaving open the possibility of a separate evaluation of those restrictions.

The most common example of restrictive provisions that can be cleared are non-compete clauses.

Interested third parties are not formally entitled to participate in a Phase I investigation. However, following the publication of a short notice on the transaction on the Authority’s website (see 7.3 Confidentiality), third parties may submit written observations, which the Authority can take into account in conducting its assessment.

By contrast, in a Phase II investigation, interested third parties may file a reasoned application to participate within ten days of the publication of the Authority’s decision to initiate that phase. Once granted permission to participate, a third party may: (i) submit written comments; (ii) access the file, with the exception of confidential information; (iii) be heard by the Authority’s case team and present its arguments orally at the final hearing, if such hearing is requested by the notifying parties.

The Authority regularly contacts third parties during merger control reviews to gather relevant evidence. Interactions typically take the form of written requests that specify the legal basis, the transaction under review, the information and documents required, and the applicable deadline. In addition, officials may make oral requests during hearings or inspections, if any.

The Authority also conducts market tests of proposed remedies. In doing so, it assesses the nature, scope and implementation of these measures in light of the characteristics of the relevant markets and the position of the parties, taking into account feedback from competitors, customers and other third parties.

After notification, the Authority publishes a brief summary notice (market notice) on its website. The Authority’s decisions are subsequently published in its weekly bulletin, subject to the removal of information that the parties requested be treated as confidential.

The Authority is an active participant in a number of important international bodies, including notably the International Competition Network and the European Competition Network (ECN).

In particular, as a member of the ECN, the Authority is required to exchange information and, when necessary, to work in close coordination with other member states’ Authorities and/or the European Commission on – inter alia – merger control proceedings.

Such co-operation includes exchanging information about notified transactions, especially in case of cross-border cases triggering multiple reviews. The Authority is, however, bound by professional secrecy and cannot share with other member states’ Authorities or with the European Commission information that is confidential unless the parties grant a waiver, as they are normally encouraged to do in such cases to facilitate co-ordinated review and consistent outcomes. 

The parties to a concentration have the right to challenge a conditional clearance (if the Authority imposed remedies other than or different from those offered by the parties), the imposition of restorative measures or a prohibition decision before the Lazio Regional Administrative Court (the “TAR Lazio”). Rulings issued by the TAR Lazio may be further appealed to the Council of State, which serves as Italy’s highest administrative court.

The timing of judicial review depends on the complexity of the case and on whether interim relief is sought. As a general indication, proceedings before the TAR Lazio may take approximately 12 to 24 months. An appeal before the Council of State may take a further 12 to 18 months.

Appeals are rare, mostly because the greatest proportion of concentrations notified are unconditionally cleared by the Authority.

Examples include the following,

• In 2007, the Authority authorised the merger between Assicurazioni Generali and Toro Assicurazioni, subject to a structural remedy (divestiture of an insurance company), finding that the transaction would create or strengthen a collective dominant position in several non-life insurance markets. The TAR Lazio annulled the decision, upholding the appellant’s argument that a combined market share of only 35% was insufficient to establish collective dominance and that the Authority had failed to demonstrate that competitors – representing approximately 60% of the market – lacked the ability or incentive to compete effectively. The appeal filed by the Authority before the Council of State was subsequently withdrawn.
• In 2018, Sky Italia notified to the Authority its acquisition of sole control over R2, the digital terrestrial television technical platform previously owned by Mediaset Premium. Following an in-depth investigation, the Authority found that the transaction was capable of restricting competition in the Italian pay-tv market. Although Sky and Mediaset had meanwhile sought to unwind the transaction, the Authority concluded that the operation had already produced irreversible competitive effects and imposed behavioural remedies pursuant to Article 18(3) of Law No 287/1990. On appeal, the TAR Lazio annulled the Authority’s decision, holding, inter alia, that the Authority had assessed a transaction materially different from the one originally notified and had failed adequately to establish the existence of a concentration following the parties’ partial unwinding of the deal. On further appeal, however, the Council of State reversed the TAR Lazio ruling, holding that the partial unwinding had not eliminated the transaction’s anti-competitive effects.

Under Italian merger control law, third parties whose specific and qualified interests are directly and adversely affected by the measure, may challenge clearance decisions. Italian administrative case law has recognised standing for several categories of third parties, including:

• competitors of the decision’s addressee;
• contractual counterparties of the addressee;
• consumers; and
• consumer associations.

While the authors are not aware of successful appeals brought by third parties against unconditional clearance decisions, there is a small number of instances in which third parties have successfully challenged conditional merger clearances. The most recent example is the litigation concerning the Authority’s conditional approval of Ignazio Messina’s acquisition of Terminal San Giorgio, a transaction that had been notified upon call-in by the Authority.

The transaction would have resulted in Terminal San Giorgio – the only terminal infrastructure in the Port of Genoa used by Grimaldi – being placed under the indirect control of Mediterranean Shipping Company (MSC), whose subsidiary Grandi Navi Veloci (GNV) competes directly with Grimaldi in the market for Ro-Ro maritime transport services. In 2024, Grimaldi challenged the Authority’s conditional clearance decision, arguing, inter alia, that the Authority had incorrectly defined the relevant market, underestimated the transaction’s potential foreclosure effects and imposed remedies that were insufficient to address the risk of input foreclosure. Both the TAR Lazio and, subsequently, the Consiglio di Stato upheld the challenge and annulled the Authority’s decision. The courts found shortcomings in the Authority’s competitive assessment, particularly as regards market definition and the adequacy of the remedies adopted to prevent discriminatory access to the terminal infrastructure. The case was therefore remitted to the Authority for reconsideration. Following a renewed investigation, in 2026 the Authority ultimately re-authorised the transaction subject to substantially strengthened behavioural and monitoring commitments.

Italy has a foreign direct investment (FDI) screening regime, known as the “golden power” regime. In particular, under Law Decree 21/2012, the Italian government has the power to review, impose conditions on, or veto certain investments and corporate transactions (including purchases of shares) carried out by particular categories of investors, where those investments concern a strategic asset or activity in the defence and national security, 5G technologies, energy, transport and communication networks sectors, or other critical sectors reflecting the EU FDI Regulation (EU) 2019/452. The FDI notification is mandatory when the requirements set out in law are met, although the parties may also voluntarily seek guidance from the government on whether a formal notification is required through a pre-notification process.

Other than that, foreign subsidies may be subject to a mandatory ex ante notification under the EU Foreign Subsidies Regulation (EU) 2022/2560 (FSR), to be reviewed by the European Commission. Italy does not have independent foreign subsidies review powers.