Global Competition Law is primarly a practitioner's guide presenting the most salient aspects of the major competition laws country by country, giving an overview of their structure and most charasteristic elements.
Global Competition Law also provides insight into possible future developments in the field.

Global Competition Law

Section 6 of the Act prohibits mergers that create or strengthen a dominant position on the domestic market with the effect of appreciably eliminating or restricting competition on a lasting basis. In order to assess the anticompetitive effect of a concentration, the Authority takes into account factors such as the possibilities of substitutability of a product available to suppliers and users, th …

Control criteria

Mergers are regulated under Sections 5-8 and Sections 16-19 of the Italian Competition Act. Mergers that satisfy certain thresholds will fall within the scope of the Act.

Section 20 of the Competition Act was amended by Law No 262/2005 and by Section 2 of Legislative Decree No 303 of 29 December 2006 to include special provisions regarding insurance companies and banks. In cases involving mergers in insurance companies, according to Section 20(4), the Italian Competition Authority must wait to hear the opinion of Istituto per la Vigilanza sulle Assicurazioni Private e d'Interesse Collettivo (ISVAP), “which shall be issued within 30 days of receiving the documentation on which the measure is based. If the opinion is not issued within 30 days, the Authority (...) may adopt the measures for which it is empowered. The deadline for the procedure for which the opinion is requested shall be suspended until the Competition Authority receives the opinion of ISVAP, or at all events until the expiry of the deadline by which this opinion is required to be submitted”.

In relation to operations to acquire the control of banks, pursuant to Section 20(5), the Italian Competition Authority assesses the competitive status of the market, and the Italian Central Bank evaluates the existence of good and prudent bank governance. Pursuant to Law No 262/2005, these two authorizations become part of a single final act, which is to be issued within 60 days of the submission of the required information to the relevant authorities.

According to Section 8, undertakings which by law are entrusted with the operation of services of general economic interest or which operate on the market in a monopolistic situation are not subject to the Competition Act. However, prior notification must be given to the Authority of the incorporation of such undertakings or of the acquisition of a controlling interest in such undertakings.

The Italian Competition Authority announced that as of 21 March  2022, the turnover thresholds that trigger the obligation to make a prior notification of a merger control transaction would be the following: EUR 517 million, as the total turnover achieved at the national level by the undertakings involved and EUR 31 million, as the total turnover achieved individually at the national level by at least two of the undertakings concerned.

On 5 August  2022, the Italian Parliament adopted Law No 118, the “2021 Annual Competition Law” (“ACL”). The ACL, which entered into force on 27 August 2022, amends the Italian Competition Law (Law No 287/90) to further align the Italian competition law with the EU rules, which have evolved over the years. The changes concern, in particular, the substantive test for assessing mergers.

On 30 December 2023, the Italian Parliament adopted its “Annual Competition Law” (Law No 214).

Context

The Act defines a concentration as occurring in three situations: when two or more undertakings merge, or when one or more persons already controlling one or more undertakings acquire direct or indirect control of the whole or part of one or more undertakings (whether through the acquisition of shares or assets, by contract or by any other means), or when two or more undertakings create a joint venture by setting up a new company. Under Section 5.3, operations (e.g. joint ventures) which have as their main object or effect the coordination of the actions of independent undertakings do not constitute concentrations.

Concept of concentration

Notification of a concentration is required prior to implementation where certain thresholds for turnover are met. These figures are adjusted each year to take account of inflation. Since March 2025, the turnover thresholds that trigger the obligation to make a prior notification of a merger control transaction are the following: EUR 582 million, as the total turnover achieved at the national level by the undertakings involved and EUR 35 million, as the total turnover achieved individually at the national level by at least two of the undertakings concerned. These adjustments reflect a 2.1% increase in the GDP deflator index recorded in 2024.

In the case of banks and insurance companies, this figure is set at a tenth of the bank's resources or of the premiums received by the insurance company.

Pursuant to Section 26 of the Legislative Decree No 28 of January 22, 2004, prior notification is required “whenever in any one of the main towns within film distribution zones (Rome, Milan, Turin, Genoa, Padua, Bologna, Florence, Naples, Bari, Catania, Cagliari and Ancona) an undertaking would hold a market share larger than 25 percent of the turnover from film distribution to cinemas and, simultaneously, more than 25 percent of the operating movies theatres”.

Moreover, the AGCM maintains its authority to request notification of mergers below these thresholds under specific conditions: at least one of the national thresholds is met, or the combined worldwide turnover of the parties exceeds EUR 5 billion, or the transaction poses concrete risks to competition within the Italian market or a substantial part of it. In such cases, the AGCM issues the notification request within six month.

Thresholds

Section 6 of the Act prohibits mergers that create or strengthen a dominant position on the domestic market with the effect of appreciably eliminating or restricting competition on a lasting basis. In order to assess the anticompetitive effect of a concentration, the Authority takes into account factors such as the possibilities of substitutability of a product available to suppliers and users, the market position of the undertakings concerned, the access conditions to supplies or markets, the structure of a relevant market, the competitive conditions of the domestic industry, barriers to entry of competing undertakings on a specific market and the evolution of supply and demand for the relevant goods or services.

The Council of Ministers may, at the proposal of the Minister for Trade and Industry, establish general criteria to be followed by the Authority where major general interests of the national economy are involved. Where concentrations involve entities or undertakings from countries that do not protect the independence of bodies, or do not impose clauses having effects similar to those in relation to acquisitions by Italian undertakings or entities, or that apply discriminatory provisions, the Prime Minister may within 30 days of the notification and acting on a resolution of the Council of Ministers, prohibit the concentration on the grounds that it is contrary to essential national economic interests (Article 25 of Law No 287/1990, last amended in 2024).

In 2025, the Italian Competition Authority (AGCM) consolidated its application of the revised substantive test for merger control under Article 6(1) of Law No. 287/1990, following the legislative amendment introduced by Law No. 118 of 5 August 2022. Departing from the traditional “dominance test,” which limited intervention to cases where a concentration created or strengthened a dominant position with lasting effects on competition, the AGCM now applies the more comprehensive “Significant Impediment to Effective Competition” (SIEC) test - mirroring the standard under Article 2(3) of the EU Merger Regulation. 

This reform broadened the authority’s analytical scope, allowing it to prohibit or impose conditions to transactions that might substantially lessen competition, even absent the creation of dominance. In practice, the AGCM now evaluates not only structural factors such as market shares, barriers to entry, and substitutability, but also dynamic considerations including innovation competition, the elimination of nascent or disruptive rivals, conglomerate effects, and vertical foreclosure risks. Additionally, the authority considers whether mergers would facilitate unilateral or coordinated effects in oligopolistic markets or undermine countervailing buyer power. The AGCM’s merger review has thus become more economically nuanced and forward-looking, enabling it to address anticompetitive risks in rapidly evolving sectors such as digital markets, pharmaceuticals, strategic infrastructure and innovative sectors.

Global Competition Law

436. Control criteria

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Les notions juridiques connexes

436. Control criteria

Demandez un accès gratuit au contenu exclusif Livv – juristes d’entreprise

Les notions juridiques connexes

Demandez un accès gratuit
au contenu exclusif Livv – juristes d’entreprise