How to Get Merger‑control Approval for Private Equity Transactions in Italy (2026): Step‑by‑step Notification, Thresholds & Timeline

Understanding how to get merger control approval in Italy is essential for any private equity fund preparing to acquire a target, take a controlling stake, or establish a full‑function joint venture on Italian soil. The Autorità Garante della Concorrenza e del Mercato (AGCM) administers the merger‑control regime under Law No. 287 of 10 October 1990, and its Article 16 sets out the jurisdictional turnover thresholds that determine whether a transaction must be notified. Recent 2026 guidance has refined how those rules apply to PE structures, particularly around full‑function joint ventures, asset‑management fund holding tests, and the interplay between competition clearance and golden‑power national‑security screening.

This article walks deal teams through every stage of the merger control procedure in Italy, from threshold calculations and pre‑notification diligence to Phase I and Phase II review, required merger filing documents, costs, and the practical closing‑sequencing tactics that keep PE timetables on track.

Overview of the Merger‑Control Process and Who It Applies To

Italy’s merger‑control regime is a mandatory, suspensory‑light system. Any transaction that results in the acquisition of control, whether through a share purchase, asset deal, or creation of a full‑function joint venture, must be notified to the AGCM before or promptly after closing, provided the parties exceed the notification thresholds Italy sets in Article 16 of Law No. 287/1990. The AGCM then reviews the transaction in two possible phases to determine whether it will substantially lessen competition in the Italian market.

For private equity buyers, the regime applies to the acquiring fund (and, where relevant, its management company and portfolio group) rather than the limited partners. The AGCM looks at who exercises decisive influence over the target post‑closing. Because PE acquisitions often involve leveraged buyouts, consortium deals, or co‑investment arrangements, the notifiability analysis can be more complex than for a straightforward trade sale.

Importantly, Italy does not impose a general standstill obligation comparable to that in the EU Merger Regulation (EUMR). Parties may, in principle, implement a transaction before clearance. In practice, however, doing so carries material risk: if the AGCM subsequently prohibits the deal or imposes conditions, unwinding a completed acquisition is costly and disruptive. Most PE deal teams therefore treat notification as a condition precedent to closing.

The 2026 landscape has introduced additional considerations. Commentary from the AGCM and leading practitioners has clarified the application of the full‑function JV test (now more closely aligned with the EUMR approach), the interplay between the Testo Unico della Finanza (TUF) rules on investment‑fund holdings, and the growing interface between AGCM merger clearance and golden‑power national‑security reviews under Law Decree No. 21/2012. These developments are addressed in detail below.

Eligibility and Prerequisites: How to Get Merger Control Approval Italy Thresholds

Jurisdictional Thresholds (Statutory Test)

Under Article 16 of Law No. 287/1990, a concentration must be notified to the AGCM when the following cumulative turnover thresholds are met (based on the most recently approved financial statements):

• Combined Italian turnover. The aggregate turnover generated in Italy by all undertakings concerned exceeds the combined threshold set by law.
• Individual Italian turnover. The Italian turnover of at least two of the undertakings concerned individually exceeds the individual threshold.

These thresholds are updated periodically by the AGCM to reflect GDP deflator adjustments. Deal teams must verify the applicable figures at the time of filing by consulting the AGCM’s official website. For PE acquisitions, the turnover of the acquiring fund is calculated by aggregating the turnovers of all portfolio companies over which the fund (or its management company) exercises decisive influence, not merely the target’s turnover.

What Counts as “Control” in PE Transactions

The AGCM’s concept of control mirrors the EUMR standard: decisive influence, whether exercised on a sole or joint basis. For PE buyers, the following scenarios commonly trigger a notifiable concentration:

• Sole control. A fund acquires a majority stake or minority stake with veto rights over strategic commercial decisions (budget, business plan, senior management).
• Joint control. Two or more funds co‑invest with equal governance rights, or a fund and a strategic partner share control through a shareholders’ agreement.
• De facto control. A minority stake combined with widely dispersed remaining shareholdings may confer de facto sole control if the fund can, in practice, command a majority at general meetings.

In leveraged buyouts, the AGCM looks through the acquisition vehicle (NewCo/BidCo) to identify the ultimate controller. The management company of the fund, not the fund vehicle itself, is typically the relevant undertaking for threshold calculations.

Below‑Threshold and Voluntary Notifications

If turnover thresholds are not met, there is no obligation to notify. However, below‑threshold notification to the AGCM is possible and, in certain circumstances, advisable, for instance, where a PE acquisition creates significant overlaps in a niche Italian market or where competitors or customers are likely to complain. Recent 2026 commentary has encouraged PE funds to consider voluntary filings earlier in the deal process when sector sensitivities (healthcare, media, defence‑adjacent industries) increase the likelihood of ex‑post AGCM scrutiny.

Step‑by‑Step Merger Control Procedure Italy: From Diligence to Clearance

The following numbered steps set out the complete merger control procedure Italy deal teams must follow. The mandatory timeline table below summarises who does what and the typical duration at each stage.

Step 1, Conduct Pre‑Notification Diligence and Market Screening (Day −30 to Signing)

Before signing a share purchase agreement (SPA), PE counsel should run a notifiability assessment. This involves three workstreams:

1. Turnover calculation. Aggregate Italian and worldwide turnovers for the acquiring fund group (all portfolio companies under common control) and the target group. Apply the thresholds in Article 16.
2. Market overlap analysis. Identify horizontal overlaps (same product/geographic market) and vertical relationships (supplier/customer links) between the fund’s existing portfolio and the target. This analysis shapes the substantive risk profile and determines whether Phase II is likely.
3. Regulatory mapping. Determine whether the transaction also triggers golden‑power screening, sector‑specific authorisations (banking, insurance, media), or an EUMR filing at EU level.

If the deal is notifiable, counsel should prepare a draft notification form and consider requesting an informal pre‑notification meeting with the AGCM’s Merger Unit. Pre‑notification contacts are not mandatory but are highly recommended for complex PE structures, consortium deals, or transactions in concentrated markets. They allow the AGCM to signal early concerns and help the parties frame market definitions and data before the formal clock starts.

Step 2, File the Formal Notification with the AGCM (Day 0)

The notification is filed by the acquiring party, in PE terms, the fund’s management company or the designated BidCo. The filing is made using the AGCM’s prescribed notification form and submitted via certified email (PEC) or through the AGCM’s electronic portal. Key AGCM notification requirements at this stage include:

• Language. The notification and all core annexes must be in Italian. Foreign‑language documents require certified translations.
• Completeness. The AGCM will not start the Phase I clock until it considers the notification complete. Incomplete filings result in a request for supplementary information and delay the process.
• Power of attorney. External counsel filing on behalf of the acquirer must hold a signed and, where applicable, notarised power of attorney.
• Confidentiality requests. Parties may request confidential treatment for commercially sensitive data. A non‑confidential version must also be provided for the public file.

The AGCM typically acknowledges receipt within a few business days and confirms the filing date, which starts the Phase I review clock.

Step 3, AGCM Phase I Review (Day 0–30)

Phase I lasts 30 calendar days from the date the AGCM considers the notification complete. During this period, the AGCM conducts a preliminary assessment of whether the concentration raises serious competition concerns. The merger review timeline during Phase I typically unfolds as follows:

1. Initial screening (days 1–10). The AGCM case team reviews the notification, identifies affected markets, and may send informal queries to the notifying party.
2. Third‑party inquiries (days 5–25). The AGCM may issue questionnaires to competitors, customers, and suppliers to gather market intelligence.
3. Decision (by day 30). The AGCM must issue one of three outcomes: (a) unconditional clearance; (b) clearance subject to commitments offered by the parties; or (c) a decision to open Phase II.

The vast majority of PE transactions are cleared unconditionally in Phase I, particularly where there are limited horizontal overlaps and the target operates in a market distinct from the fund’s existing portfolio companies. Where the AGCM identifies preliminary concerns, it will communicate them informally and invite the parties to propose commitments (structural or behavioural remedies) that may resolve the issues without requiring Phase II.

Step 4, Phase II In‑Depth Investigation and Remedies (Day 31–90+)

If Phase I does not resolve concerns, the AGCM opens a Phase II investigation. This is a formal, adversarial procedure governed by Law No. 287/1990 with a statutory deadline of 90 calendar days. The clock may be suspended (“stopped”) if the AGCM requests additional information from the parties and they do not respond within the set deadline, or during remedies negotiations.

Phase II involves:

• Statement of objections. The AGCM sets out its preliminary competition concerns in writing.
• Access to file. The parties may review the non‑confidential evidence on the AGCM’s file.
• Oral hearing. The parties may request an oral hearing before the AGCM’s decision‑making body.
• Remedies negotiations. Parties may propose modified commitments (divestitures, behavioural undertakings) to address the AGCM’s concerns.
• Final decision. The AGCM may clear the transaction (with or without conditions), prohibit it, or accept commitments.

For PE deal teams, a Phase II referral significantly extends the merger review timeline and can jeopardise longstop dates in SPAs. Practical advice: build Phase II contingency into the SPA from signing, allow for at least 120–150 calendar days between signing and the longstop date, and include break‑fee provisions calibrated to Phase II risk.

Step 5, Manage Closing Sequencing and Standstill Considerations

Italy does not have a mandatory standstill obligation, unlike the EU, where implementation before clearance is prohibited. In principle, parties may close a transaction before or without AGCM clearance. In practice, however, this approach creates substantial risk. If the AGCM subsequently finds that the transaction restricts competition, it can order divestiture, impose conditions, or levy fines. These consequences make pre‑clearance implementation inadvisable for all but the most clearly unproblematic deals.

Most PE SPAs therefore include a condition precedent requiring AGCM clearance (or expiry of the review period without a Phase II decision) before closing. This “standstill Italy” approach aligns with international best practice and avoids the reputational and financial costs of unwinding a completed acquisition. Where deal speed is critical, consider filing as early as possible, even before signing if the transaction terms are sufficiently certain, and using pre‑notification contacts to accelerate the Phase I clock.

Required Merger Filing Documents and Information

The AGCM notification form requires extensive supporting documentation. For PE transactions, the filing package must demonstrate both the structure of the acquiring group and the competitive dynamics of the target’s markets. The table below lists the core merger filing documents and practical notes for each.

Practical tip for PE deal teams: begin assembling these documents during due diligence, not after signing. Turnover data and market‑share estimates often require coordination between the fund, its portfolio companies, and the target’s management, a process that can take two to three weeks if not started early. Where documents are issued outside Italy, factor in additional time for certified translation, notarisation, and apostille or consular legalisation as required.

Confidentiality is a recurring concern. The AGCM permits confidential treatment of specific data points (pricing, customer names, strategic plans), but the notifying party must provide a reasoned justification for each redaction and prepare a meaningful non‑confidential summary for the public file.

Merger Review Timeline and Key Deadlines

Understanding the merger review timeline is critical for setting realistic longstop dates in SPAs and managing investor expectations. The table below sets out the statutory and typical durations at each stage of the AGCM review process.

Fastest realistic timetable. A straightforward PE acquisition with no horizontal overlaps and complete documentation can be cleared unconditionally in Phase I within approximately 5–6 weeks from the date of first pre‑notification contact (1–2 weeks for pre‑notification plus 30 days for Phase I).

Complex‑matter timetable. Where Phase II is opened, parties should plan for a minimum of 120–150 calendar days from filing to final decision, factoring in potential clock stops. If remedies are required, additional time for trustee appointment and divestiture processes may extend the overall timeline by several months.

Tactical recommendations for the merger review timeline include: (a) engage the AGCM in pre‑notification dialogue as early as possible to identify data gaps; (b) over‑prepare the notification, incomplete filings are the single largest cause of delay; (c) align the SPA longstop date with a Phase II contingency, even if Phase II appears unlikely; and (d) coordinate with golden‑power counsel where the target operates in a sector subject to national‑security screening, as those timelines run in parallel.

Costs, Merger Filing Fees and Tax Considerations

The AGCM does not charge a statutory filing fee for merger notifications. The costs of obtaining merger control approval in Italy are therefore predominantly professional, external counsel, economic consultants, and administrative expenses. The table below provides indicative ranges.

From a tax perspective, the timing of AGCM clearance can affect stamp duty, registration tax, and capital‑gains tax obligations. Where closing is deferred pending clearance, ensure that any interim arrangements (e.g., escrow, earn‑out mechanics) are structured to avoid unintended tax triggers under Italian transfer‑tax rules.

What Changes in 2026: Key Reforms Affecting PE Merger Control Approval Italy

Several developments in 2026 have refined how the merger control procedure Italy applies to PE transactions:

• Full‑function JV test aligned with EUMR. The AGCM has clarified its approach to notifiable concentrative joint ventures, adopting criteria that more closely mirror the European Commission’s full‑function JV analysis. PE funds creating JVs with strategic partners should now assess whether the JV will operate on a lasting basis, have its own management, and have sufficient resources to operate independently on the market, the same test applied under the EUMR.
• TUF / asset‑management interplay. Updated guidance addresses how voting and holding thresholds under the Testo Unico della Finanza (TUF) interact with the AGCM’s concept of control. This is particularly relevant for PE funds structured as Italian or EU alternative investment funds (AIFs), where the management company may exercise control across multiple funds and portfolio companies.
• Golden‑power / takeover interface. The 2026 regulatory environment has seen increased coordination between AGCM merger clearance and golden‑power screening under Law Decree No. 21/2012. PE acquisitions in strategic sectors (energy, telecoms, defence, healthcare, financial infrastructure) now require parallel analysis, and industry observers expect that the Presidency of the Council of Ministers will scrutinise PE deal structures more closely, particularly where non‑EU fund sponsors are involved.
• Below‑threshold notification guidance. Recent commentary has encouraged voluntary below‑threshold notifications where a transaction may raise competition concerns despite not meeting the turnover thresholds. The likely practical effect for PE funds is that voluntary filings will become more common in concentrated or sensitive markets, providing deal certainty at the cost of additional process.

Common Pitfalls and How to Avoid Them

• Mis‑calculating group turnover. PE funds often fail to aggregate turnovers across all portfolio companies under common control. Use the management company, not the individual fund vehicle, as the starting point, and include all entities over which it exercises decisive influence.
• Ignoring the full‑function JV test. Consortium deals and co‑investments may create a notifiable full‑function JV even if neither co‑investor individually exceeds the thresholds. Apply the 2026 clarified test early in structuring.
• Poorly timed filings. Filing too late in the deal process compresses the closing timetable. Begin pre‑notification contacts during due diligence, not after signing.
• Inadequate market‑share data. The AGCM expects quantified market‑share estimates with clear methodology. Engage an economic consultant before filing, not after the AGCM requests supplements.
• Overlooking golden‑power and sectoral approvals. AGCM clearance alone may not suffice. Map all regulatory approvals (golden‑power, banking, insurance, media) at the outset and run parallel workstreams.
• Underestimating remedies risk. Even Phase I clearances may come with conditions. Model divestiture scenarios and their impact on deal economics before signing.
• Neglecting voluntary notifications. In concentrated markets, failing to file below threshold can lead to ex‑post AGCM investigations, reputational damage, and forced remedies after closing.
• Incomplete filings. The single most common cause of delay. Use the AGCM’s template rigorously, cross‑check every annex, and conduct a mock filing internally before submission.

Sources

1. AGCM, Mergers & Acquisitions
2. Law No. 287 of 10 October 1990 (Normattiva)
3. Sipotra, In Brief: The Key Features of Merger Control Legislation in Italy (Jan 2026)
4. ICLG, Merger Control: Italy (2025/2026)
5. Mergerfilers, Italy Guide
6. Pavia e Ansaldo, Merger Control in Italy
7. Squire Patton Boggs, Italy Merger Control Rules
8. CMS, Merger Control (Italy)
9. European Commission, Mergers