Foreword
Section 16(1) of Law no. 287 of 10 October 1990 [as amended by Law no 124/2017, Official Gazette n. 189 of 14 August 2017] requires prior notification of all mergers and acquisitions involving undertakings whose aggregate turnover in Italy exceeds 492 million euro and when the aggregate nation-wide turnover of each of at least two of the undertakings concerned exceeds 30 million euro [Thresholds are adjusted every year to take account of increases in the GDP deflator index, and the resolution is published in the Authority’s Bulletin after the increase in the index has been officially announced]. Section 13(1) of Law no. 153 of 1 March 1994 [Replaced by Article 26(1) of the Legislative Decree No.28 of 22 January 2004], also requires prior notification of any merger or acquisition as a result of which, in any one of the 12 main towns within film distribution zones (Rome, Milan, Turin, Genoa, Padua, Bologna, Florence, Naples, Bari, Catania, Cagliari and Ancona) an undertaking would hold, directly or indirectly, a market share larger than 25 per cent of the turnover from film distribution and, simultaneously, more than 25 per cent of the operating movie theatres.
Presidential Decree no. 461 of 10 September 1991 provides that “prior notification of concentrations pursuant to Section 16(1) of the Act must include all the required information and the mandatory annexes, for which the special forms provided by the Authority and published in the Bulletin [provided by Section 26 of the Act] may be used, together with any supplementary information that may be required for a full assessment of the operations”. Replaced by Article 5(1 and 2) of the Presidential Decree No. 217 of 30 April 1998: “1. Prior notification of concentrations pursuant to Section 16(1) of the Act must contain all the information, together with all annexes and other elements necessary for the concentration to be fully appraised. 2. Notifications shall be submitted on the form provided by the Authority and published in the bulletin, on which the information, annexes and all other elements referred to in sub-section (1) above are set forth.” [editor’s note]
In May 1991, the Authority published the “Forms relating to the notification of a concentration pursuant to Law no. 287 of 10 October 1990”, specifying the information required and laying down the procedures to be complied with by any party required to notify proposed mergers and acquisitions. During the first five years following the entry into force of the law, many changes became necessary both in the form and the substance of the notification. The forms published here replace the earlier ones.
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Where not otherwise specified, the following terms have the following meanings in this publication:
“the Act” means Law no. 287 of 10 October 1990, on the Competition and Fair Trading Act, published in the Official Gazette no. 240 of 13 October 1990;
“Implementing Regulation” means the Presidential Decree no. 461 of 10 September 1991, on procedure regulations guaranteeing to the parties full knowledge of the acts, and minutes taken during hearings, with regard to the activities of the Authority in implementation of Section 10(5) of Law no. 287 of 10 October 1990 (the Competition and Fair Trading Act), published in the Official Gazette no. 110 of 13 May 1992; [Repealed. Replaced by the Presidential Decree No. 217 of 30 April 1998; editor’s note]
“the Authority” means the Autorità Garante della Concorrenza e del Mercato (the Italian Antitrust Authority) referred to in Section 10 of the Act.
“the Act” means Law no. 287 of 10 October 1990, on the Competition and Fair Trading Act, published in the Official Gazette no. 240 of 13 October 1990;
“Implementing Regulation” means the Presidential Decree no. 461 of 10 September 1991, on procedure regulations guaranteeing to the parties full knowledge of the acts, and minutes taken during hearings, with regard to the activities of the Authority in implementation of Section 10(5) of Law no. 287 of 10 October 1990 (the Competition and Fair Trading Act), published in the Official Gazette no. 110 of 13 May 1992; [Repealed. Replaced by the Presidential Decree No. 217 of 30 April 1998; editor’s note]
“the Authority” means the Autorità Garante della Concorrenza e del Mercato (the Italian Antitrust Authority) referred to in Section 10 of the Act.