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7 Aug 2017

Italy Aims to Change Merger Notification Thresholds

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After 894 days of discussion, the Italian Parliament has approved, on 2 August 2017, what should be the “annual” competition act —  a series of measures that should be adopted on a yearly basis to promote competition. Among the disparate set of measures contained in the new law, concerning a range of different sectors such as, inter alia, insurance, transport, liberal professions, tourism, banks and pharmacies, article 1, para 177, amends the merger notification thresholds for Italy. The new thresholds will be:

  • combined aggregate domestic turnover of all the undertakings concerned exceeding 492 million euros; and

  • aggregate turnover in Italy of at least two of the undertakings concerned exceeding 30 million euros.

The thresholds currently applied are:

  • combined aggregate domestic turnover of all the undertakings concerned exceeding 499 million euros; and

  • aggregate domestic turnover of the undertaking to be acquired exceeding 50 million euros.

The change to the second threshold is therefore twofold: (a) a reduction from 50 million euros to 30 million euros; and (b) the threshold applies to at least two of the undertakings concerned.

In practice, this is likely to increase the number of notifications. Although the 30 million threshold applies to at least two of the undertakings concerned, and not only to the target, in practice the fact that the first threshold is met would mean that at least one of the undertakings concerned automatically meets the second threshold (otherwise the combined turnover could not be so high); so the real change is that a second undertaking will need to have a turnover of 30, instead of 50 million euros.

The new law has not yet been published on the Official Journal but can be found on the web pages of the Italian Senate:

http://www.senato.it/japp/bgt/showdoc/17/DDLPRES/1028729/index.html.

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