The Foreign Investment Regulation Review: Italy

Overview

The regime currently applicable to foreign investments in Italy – the Golden Power (GP) regime – is established by Law Decree No. 21 of 2012 (as converted into law and subsequently amended and supplemented by various implementing regulations enacted by the government).

The GP regime empowers the Italian Prime Minister's Office (PMO) to review and, if necessary, impose specific conditions or recommendations, or veto transactions or corporate resolutions concerning business activities or assets, or both, which qualify as 'strategic'.

The screening of foreign investments by the PMO is akin to a mandatory pre-merger filing mechanism. Provided the relevant investment falls within the scope of application of the GP regime, filing is mandatory irrespective of the size of the parties (in terms of turnover or market share) or of the size or value of the transaction. If a mandatory filing is not made, the PMO may review the transaction ex officio (and sanctions for failure to notify may also apply).

Originally the GP regime was only applicable to strategic assets and activities in the defence and national security sectors, as well as to strategic assets in the telecommunication, energy and transport sectors (essentially infrastructure assets). Over time, the scope of application of the GP regime was progressively extended to cover high-tech sectors, certain assets and activities concerning 5G as well as all the sectors listed in in Article 4, Paragraph 1 of Regulation (EU) 452/2019 including, inter alia, water, food, finance, insurance, healthcare, raw materials, logistics, artificial intelligence, big data and data processing.

To the extent an investment falls within one of the relevant sectors, it may trigger a filing obligation to the PMO, provided relevant subjective criteria are also met. Under the standard regime, while investments in the defence or national security sector are subject to scrutiny irrespective of whether the investor is an EU (including Italian) or non-EU entity, investments in the other relevant sectors are reportable only if performed by non-EU entities. Notably, however, during the covid-19 pandemic, a temporary regime that greatly expanded the scope of application of the standard GP regime was enacted (see further below). Presently, the temporary regime will be in force until 31 December 2021 (it has already been extended twice).

The GP regime is a stand-alone regime separate from merger control.

Following the covid-19 pandemic and the expansion of the GP regime (also due to the entry into force of the temporary regime), the number of transactions reviewed by the PMO increased significantly compared with previous years. Substantive scrutiny tends to be particularly intense regarding investments in sectors such as 5G, healthcare and hi-tech, especially when involving non-EU investors.

Year in review

On 9 April 2020, during the peak of the covid-19 pandemic, the temporary regime established by Law Decree No. 23 of 2020 entered into force. It significantly expanded the scope of application of the GP regime. Pursuant to the new temporary regime, the duty to notify under the Italian GP rules applies:

  1. to EU and non-EU investors, in case of direct or indirect acquisitions of a controlling interest; and
  2. to non-EU investors only in the case of direct or indirect acquisitions of non-controlling minority stakes (acquisition of at least a 10 per cent shareholding or 10 per cent of the voting rights, and when the following thresholds are exceeded: 15 per cent, 20 per cent, 25 per cent, 50 per cent), provided that the value of the investment exceeds €1 million.

Prior to the introduction of the temporary regime, strategic sectors other than security and national defence (in relation to which minority acquisitions and acquisitions by an EU acquirer have always been subject to a notification requirement) would trigger a filing only if carried out by non-EU investors acquiring directly or indirectly a controlling interest in the target.

The temporary regime does not impact the rules related to the 5G sector, for which the GP regime continues to apply (1) in case of acquisition of certain assets and services; and (2) only if the investor is a non-EU entity.

Unless the duration of the temporary regime is (further) extended, the standard regime will again become applicable from January 2022. At that point in time, GP rules concerning sectors other than national security or defence will be applicable (1) only if the investor is a non-EU entity; and (2) only to acquisitions of direct or indirect controlling interests.

In December 2020, two decrees of the President of the Council of the Ministers were adopted to provide additional guidance to identify the relevant assets and relationships for the purposes of the application of the GP regime in the energy, telecommunications and transport sectors, as well as in the sectors listed in Article 4 Paragraph 1 of Regulation (EU) 2019/452 (see below).

The recent changes in legislation have caused a significant increase in the number of transactions reviewed by the PMO. This has also been the consequence of certain ambiguities in the recently amended legislation, which is very broadly worded. In practice, this has led to the submission of many precautionary notifications (for the sake of legal certainty), essentially aimed at avoiding the imposition of potential fines for failure to file. According to recently published statistics, approximately 40 per cent of the notifications submitted in 2020 resulted in a declaration of non-applicability of the GP legislation, although a number of non-applicability decisions reveal an inconsistent approach that, if anything, further exacerbates the uncertainties surrounding the jurisdictional scope of the GP regime.

In addition, the covid-19 pandemic (and its consequences for industrial supply chains) seemed de facto to have increased the level of scrutiny by the PMO over foreign investments. In particular, the PMO has recently (April 2021) prohibited the acquisition by a Chinese entity of a relatively small Italian company specialised in the production of machinery used for the manufacturing process of semiconductors. It also prohibited an agreement between Fastweb and Huawei according to which the latter would have been Fastweb's only provider of certain equipment for its 5G core network (October 2020). These are the second and third prohibition decisions since the GP regime entered into force in 2012, following the prohibition in 2017 of the proposed acquisition of a (small) Italian company active in the defence sector by a French entity.

Foreign investment regime

i Policy

The review carried out by the Italian government is based on a number of 'objective and non-discriminatory criteria', but there is ultimately a very broad discretion in the area of policy. The ultimate legal test that the PMO applies is that the transaction under scrutiny should not 'entail a threat of serious prejudice' to the essential national interests in any of the relevant sectors.

The PMO applies the test by carrying out an assessment based on different elements including:

  1. the economic and financial ability of the investor;
  2. the features of the investor's industrial project; and
  3. the ability to ensure a regular supply of the relevant product or service.

In performing such an analysis, the PMO considers any link between the investor and any foreign country in whether they do not recognise the principles of democracy and rule of law, do not abide by international law or have behaved negatively towards the international community, or have relations with criminal or terrorist organisations or with persons connected to them.

The GP rules also contain a reciprocity principle, establishing that a non-EU investor is allowed to invest in an Italian company on the same terms and subject to the same conditions as would be applicable to an Italian investor that intends to acquire shares or assets relating to an undertaking active in the country of the foreign investor. In other words, non-EU investors that are willing to purchase shares or assets relating to a strategic undertaking are only permitted to do so if their country allows Italian citizens and companies to be stakeholders of undertakings of the corresponding country, broadly subject to the same conditions. This principle is set forth in accordance with the international agreements signed by the Italian government or by the European Union; it does not apply, however, to citizens or companies of non-EU or non-EEA Member States, with which Italy has special bilateral conventions in place for the mutual protection and promotion of investments.

On the basis of the above considerations, the PMO can perform the following:

  1. clear the transaction unconditionally;
  2. clear the transaction subject to prescriptions or conditions; or
  3. prohibit the transaction.

It is also possible for the PMO to clear unconditionally with 'soft' (i.e., non-legally binding) recommendations.

The majority of notified transactions are cleared unconditionally and prohibition decisions are very rare (according to public sources, only three transactions have been formally blocked by the government since the GP regime entered into force in 2012).

Conversely, decisions clearing transactions subject to prescriptions or conditions are more frequent. The legislative framework does not provide a list of the types or nature of remedies (conditions or prescriptions) that the PMO may impose. The PMO retains a very wide discretion in this regard and is at liberty to impose conditions or prescriptions irrespective of whether the parties have offered them. PMO decisions are not public, however, and there is no official database of the PMO's previous decisions that provide for a full description of the commitments that have been imposed. Therefore, there is limited visibility of such past decisions. To date, we are only aware of conditions or prescriptions in relation to the target business (i.e., no conditions or prescriptions have been imposed in relation to the activities carried out by the purchaser pre-transaction). Conditions or prescriptions are typically behavioural and are generally aimed at protecting the maintenance in Italy of certain activities (e.g., manufacturing and R&D), or ensuring continued investment in the target entity, among others. Remedies are, however, typically quite straightforward and can include:

  1. the requirement to keep facilities – and in particular R&D and production plants – in Italy;
  2. measures to ensure maintenance of economic and financial equilibrium;
  3. measures to ensure compliance with the existing contracts with public bodies and strategic (private) companies (including in terms of quality);
  4. undertakings to maintain existing cooperation or commitment vis-à-vis Italian and European public institutions; and
  5. an obligation to inform the PMO of proposed transfers of IP rights.

Increasingly, the PMO also focuses on maintenance of employee numbers in certain strategic functions (typically R&D).

As previously mentioned, remedies do not need to be presented by the undertakings concerned and can be imposed unilaterally by the PMO in its final decision. The latter will normally require monitoring activities to be carried out by the competent administration or by an ad hoc committee to verify compliance with prescriptions. Fines can be imposed in the event of non-compliance, although we are not aware of any precedents in this regard.

ii Laws and regulations

The GP regime is a multi-layered regime. The principal legislation is Law Decree No. 21/2012 (the Law Decree), as incorporated into law by Law No. 56/2012. Originally, the legislation covered the defence and national security sectors as well as the telecommunications, energy and transport sectors. The Law Decree has been amended several times over the years, in particular, to extend the scope of application of the GP regime to include:

  1. 'sectors of high technological intensity' (October 2017);
  2. assets and relationships concerning 5G networks and related technologies (March 2019); and
  3. all sectors listed in Article 4 Paragraph 1 of Regulation (EU) No. 2019/452 (April 2020).

During the covid-19 pandemic, Law Decree No. 23/2020 (the Liquidity Decree) introduced a temporary regime (see above) that will be applicable until 31 December 2021.

The GP regime set out in the Law Decree is complemented by a number of governmental decrees, in particular:

  1. the Decree of the President of the Council of the Ministers No. 108/2014, which identifies relevant strategic assets in the defence and national security sectors. Procedural rules applicable to review of transactions in this sector are laid down in the Decree of the President of the Republic No. 35/2014;
  2. the Decree of the President of the Council of the Ministers No. 180/2020 (DPCM 180/2020), which identifies the networks and facilities, as well as the assets and relations of strategic importance in the energy, transport and communication sectors. Procedural rules applicable to the review of transactions in these sectors are laid down in the Decree of the President of the Republic No. 86/2014; and
  3. the Decree of the President of the Council of the Ministers No. 179/2020 (DPCM 179/2020) aimed at defining more precisely which assets and relations are of national interest in the sectors referred to in Regulation (EU) No. 2019/452 on the control of foreign direct investments in the European Union. These include critical infrastructure, technologies, inputs and strategic economic activities in the following sectors: energy, water, health, treatment, storage, access and control of data and sensitive information, electoral infrastructures, financial, including credit and insurance, financial market infrastructures, artificial intelligence, robotics, semiconductors, cybersecurity, nanotechnologies and biotechnologies, non-military aerospace infrastructures and technologies, supply of inputs (including in the steel industry) and agri-food, dual use products, and freedom and pluralism of the media.

iii Scope

The jurisdictional test for the application of the GP regime is based on whether the target carries out certain strategic activities or holds certain strategic assets, as listed in the GP implementing regulations, as well as the identity of the investor. Once it has been determined that the GP regime applies, the transaction must be reported by the purchaser or by the seller (or both).

Certain acts (see below) adopted by the entity holding the relevant assets should be notified to the government. Such acts may also be non-transactional in nature (e.g., transfer abroad of the company's registered office). In these cases, a notification obligation is triggered as regards the entity holding the relevant assets only. Conversely, for transactional acts, the notification obligation is triggered as regards both the purchaser and the seller.

In the defence and national security sectors, to the extent they concern any strategic assets or activities, the seller is under an obligation to file with the PMO the adoption of resolutions; acts; or transactions of the shareholders or governing bodies of the company that have as their object:

  1. the merger or spin-off of the company;
  2. the transfer of the company, of a company branch or of subsidiaries;
  3. the transfer abroad of the company's registered office;
  4. the change of the company object in the by-laws;
  5. the dissolution of the company;
  6. the transfer of assets or, more generally, of rights in rem or rights of use, or the undertaking of constraints conditioning the use (also due to the company being subject to insolvency proceedings), of tangible or intangible assets;
  7. the amendment of clauses in the Articles of Association pursuant to Article 2351, Paragraph 3 of the Italian Civil Code, which provides for limitations or staggering of voting rights with reference to a single party holding several shares; or
  8. the amendment of clauses in the Articles of Association introduced pursuant to Article 3, Paragraph 1 of Legislative Decree No. 332 of 31 May 1994.

Importantly, in addition to the filing obligation on the seller, in the defence and national security sectors, the investor – irrespective of whether it is an EU or non-EU entity – is under a parallel obligation to file with the government the acquisition of either a controlling or non-controlling interest. In particular, a filing is required in the event that, as a result of the acquisition, the investor holds an interest greater than the 3 per cent for listed companies or 5 per cent for non-listed companies. A separate filing obligation will be triggered if the shareholding is subsequently increased and the thresholds of 5 per cent, 10 per cent, 15 per cent, 20 per cent, 25 per cent or 50 per cent are exceeded.

In the energy, transport and communications sectors, to the extent they concern any strategic assets, as identified by the DPCM 180/2020, or as listed in Article 4a, Paragraph 1 of Regulation (EU) No. 2019/452 as relevant pursuant to the provisions of DPCM 179/2020, the seller is under an obligation to file the adoption of resolutions; acts; or transactions of the shareholders or governing bodies of the company that have the following as their object:

  1. the change of ownership, control, availability or destination of the relevant assets;
  2. the merger or spin-off of the company;
  3. the transfer abroad of the company's registered office;
  4. the change of the company object in the by-laws;
  5. the dissolution of the company;
  6. the amendment of any clauses in the Articles of Association adopted pursuant to Article 2351, Paragraph 3 of the Italian Civil Code (which provides for the right to limit voting rights to a maximum number of shares held by a single party, or to arrange for them to be staggered); and
  7. the transfer of the company or branches thereof in which the relevant assets are included or the assignment of the same as a guarantee.

In these sectors, the standard regime provides for a parallel filing obligation on the part of the purchaser, although in contrast to the defence and national security sectors, this only applies to non-EU investors and only to the extent a controlling interest is acquired. 'Control' is defined as the ability to exert a decisive influence over the undertaking, which may occur through veto rights at board level.

In addition, under the transitory regime currently in force (which will expire on 31 December 2021):

  1. EU investors are also under the obligation to notify the acquisition of a controlling interest; and
  2. non-EU investors are obliged to file the acquisition of minority shareholdings entailing the acquisition of at least 10 per cent of the share capital or of the voting rights of the strategic company (as well as when the following thresholds are exceeded: 15 per cent, 20 per cent, 25 per cent, 50 per cent), provided that the value of the investment exceeds €1 million.

In the 5G sector, contracts or agreements concluded with non-EU entities and that have as their object (1) the acquisition of goods or services related to the design, implementation and maintenance of 5G networks; or (2) the acquisition of components with high technological intensity functional to the design and implementation of 5G networks are subject to a filing obligation.

Notably, intra-group reorganisations in all the above sectors are also subject to a notification obligation, provided that the relevant objective and subjective criteria are met.

The GP regime does not provide a specific definition of 'foreign investment' or of 'foreign investor' and the only relevant distinction under the GP rules is between EU/EEA and non-EU/EEA investors. The following are considered non-EU investors:

  1. any natural or legal person that does not have its residence, domicile, registered or administrative office or main place of business within a Member State of the European Union or the European Economic Area or is not otherwise established there; and
  2. any natural or legal person that does have its residence, domicile, registered or administrative office or main place of business within a Member State of the European Union or European Economic Area or is otherwise established there, but is controlled, either directly or indirectly by a natural or legal person as defined under (a).

Note that if, despite appearing to satisfy the above-mentioned EU or EEA investor requirements, there is an indication that this was purely to avoid the GP regime, such an investor would be considered a non-EU investor.

iv Voluntary screening

Voluntary screening is not applicable. To the extent the transaction is caught by the GP regime, filing is mandatory.

v Procedures

Provided that the transaction is caught by the GP regime, notification to the PMO is mandatory. There is no filing fee. Proceedings can be started by the Italian government ex officio when a filing has been omitted. The sanctions provided for failure to notify (or for failure to comply with the imposed measures) are very high, ranging from a maximum of twice the value of the transaction to a minimum of 1 per cent of the undertakings' turnover.

A 10-calendar-day filing deadline is applicable. The triggering event is different between seller and purchaser: for the seller, the 10 days begin from the date of signing or from the resolution authorising signing (although this deadline seems not to have been enforced strictly to date) and from closing for the acquirer, but typically a joint filing is submitted within 10 calendar days from signing. There is no formal pre-notification process.

There is no standstill obligation, at least not from the purchaser's perspective. However, until clearance or expiry of the deadline for the government's review, the purchaser cannot exercise voting rights acquired as a result of the transaction. All acts, including resolutions, adopted or made prior to the clearance or contrary to the veto or imposed measures are null and void. From the seller's perspective, the relevant acts or resolutions concerning strategic assets cannot be enacted prior to clearance or expiry of the applicable deadline.

For transactions concerning the national security and defence, energy, telecommunications and transport sectors as well as those listed in Article 4, Paragraph 1 of Regulation (EU) 2019/452, there are 45 calendar days for review (calculated from the filing date). If no decision is reached within this time, the transaction is deemed authorised. The 45-day term may be suspended in case of requests for information issued by the PMO to the parties (until a response is received and for a maximum of 10 calendar days) and to third parties (until a response is received and for a maximum of 20 calendar days). Therefore, since these two suspensions may be consecutive, the maximum term for review is 75 calendar days.

In relation to the 5G sector, the review period may last up to 30 calendar days (calculated from the filing date). If no decision is reached within this term, the transaction is deemed authorised. The 30-day term may be extended by up to 20 calendar days (in case of risks to the integrity of networks and their data) and further extended (only once) for 20 calendar days in particularly complex cases. The 30-day term may be suspended in case of requests for information issued by the PMO to the parties (until a response is received and for a maximum of 10 calendar days) and to third parties (until a response is received and for a maximum of 20 calendar days). Therefore, the maximum term for review is 100 calendar days.

Despite some uncertainty as a result of inconsistent implementing regulations, all review terms should be understood as referring to 'calendar' and not 'business' days.

Following entry into force of Regulation (EU) 452/2019 on 11 October 2020, any Member State government receiving foreign investment filings should notify the other EU Member States and the European Commission to allow them to submit non-binding observations or an opinion, respectively. In case such observations or opinions are made, national review deadlines are suspended for up to 35 calendar days (40 calendar days in the event that the European Commission's opinion follows Member State observations), bringing the overall duration of the review process to approximately 115 days.

However, there is an element of uncertainty related to the possibility that a notified Member State or the European Commission may request further information from the PMO in order to provide an observation or opinion. The 35- or 40-day deadline for Member States or the European Commission to provide their observations or opinion is suspended (as well as deadlines applicable under national rules) until such information is provided to the Member State or the European Commission, or both. In this scenario, although the PMO is under the obligation to provide the requested additional information 'without undue delay', applicable rules do not provide for a specific deadline and this may lead to unpredictable delays if the information requested of the PMO is owned by another administration or independent agency, or other public authority.

In addition, to facilitate the review, the PMO may cooperate and exchange information with other public authorities, namely: the Bank of Italy, the National Commission for Companies and the Stock Exchange, the Pension Funds Supervisory Commission, the Insurance Supervisory Institute, the Transport Regulatory Authority, the Italian Antitrust Authority, the Italian Communication Authority, and the Energy, Networks and Environment Regulatory Authority.

Following the review, the PMO can:

  1. clear the transaction without conditions or prescriptions;
  2. clear the transaction with the adoption of remedies; or
  3. prohibit the proposed acquisition.

It is also possible for the PMO to clear unconditionally with 'soft' (i.e., non-legally binding) recommendations.

The PMO's decisions can be challenged before the Italian administrative courts: the Regional Administrative Court of Lazio in first instance and the Council of State on appeal.

vi Prohibition and mitigation

Recent changes in legislation have resulted in a very significative increase in the number of transactions notified to the PMO. On the basis of the most recent information available2 (PMO decisions are not public and there is no official database), the PMO received 341 filings in 2020 (83 in 2019, 46 in 2018 and 30 in 2017). The outcome of the related proceedings as of 31 December 2021 is shown in the table below.

Outcome of proceedingsNo.Percentage (%) of total notifications to the PMO
Prohibition decisions10.2
Clearance decisions subject to prescriptions3711
Clearance decisions with 'soft' (i.e., non-legally binding) recommendations72
Unconditional clearances decisions5616
Inapplicability of the GP regime to the transaction14041
Pending proceedings5215
Other34814

Prohibition decisions are very rare. Indeed, since the GP regime entered into force in 2012, the government has blocked only three transactions:

  1. in November 2017, the acquisition by a French group, via its Italian subsidiary Altran Italia s.p.a., active in the provision of advisory services in different sectors, (energy, automotive, aerospace, defence, transportation and healthcare) of NEXT AST s.r.l., a company operating in the electronics and software sectors;
  2. in October 2020, the agreement between Fastweb and Huawei according to which the latter would have been Fastweb's only provider of certain equipment for its 5G core network; and
  3. in April 2021, the acquisition by a Chinese entity of an Italian company specialised in the production of machinery used for the realisation of semiconductors.

Clearances subject to conditions or prescriptions are more frequent. In 2020, almost 40 proceedings led to the imposition of prescriptions, allocated across the following sectors: 56 per cent telecommunications (46 per cent relating to 5G only); 36 per cent national security and defence; 2 per cent credit; 2 per cent cybersecurity; and 2 per cent biotechnologies.

Sector-specific requirements

i Prohibited sectors

There is no sector in relation to which foreign investment is prohibited per se, but to the extent the investment is caught by the GP regime, it is subject to mandatory scrutiny by the PMO.

ii Restricted sectors

As outlined above, sector-specific screening legislation applies to various sectors, including defence, national security, telecommunications and media, 5G, electricity, transport, water, food, finance, insurance, healthcare, raw materials, logistics, artificial intelligence, big data, and data processing. Details of this legislation and the competent authorities are described above. There are no sectors where foreign investment is specifically targeted and subject to caps or other requirements such as an obligation to team up with a local partner. For completeness, we note that other sector-specific clearances may be necessary under Italian law (e.g. in the financial or telecom sectors), but foreign investors are not specifically targeted.

Typical transactional structures

The relevant jurisdictional test for the GP regime to apply is whether the relevant company carries out certain strategic activities or holds certain strategic assets or relationships, as listed in the GP implementing legislation.

The legal analysis looks through the corporate and contractual structures that may be adopted, extending to the ultimate parent entities holding direct or indirect control over the acquiring vehicles. The key element for assessing jurisdiction and reportability is thus the acquisition of control, whether sole or joint, which may be direct or indirect. The acquisition of a qualified minority (see above) in an entity having direct or indirect, joint or sole, control over strategic assets or activities would also be reportable.

In this context, provided that the relevant objective and subjective criteria are met, the GP regime applies to both direct and indirect investments, which are structured either as asset or share deals. No specific rules are set out for takeover bids, portfolio investments or greenfield investments for which the general rules apply.

Other strategic considerations

The GP regime and the Italian merger control regime are separate. Nonetheless, the obtention of the GP and merger approvals is often considered together when structuring the transaction or drafting transaction documents, mostly because of the potential standstill-related implications.

From a transactional perspective and, in particular, with regard to the position of the acquirer, it is worth noting that both the GP and the Italian merger control regime do not provide for an absolute standstill obligation.

Indeed, on the purchaser side, the GP regime technically allows for closing of the transaction to occur before clearance (or the expiry of the deadline for the government's review), although the purchaser is precluded from exercising the voting rights acquired as a result of the transaction before clearance (or before expiry of the deadline for the government's review). An absolute standstill obligation applies, however, to the seller, with the consequence that a condition precedent relating to clearance of the transaction is often included in transaction documentation.

If a prohibition decision or a clearance subject to prescriptions is adopted following the PMO's review, the parties are under the obligation to restore the status quo ante or comply with the prescriptions.

Similarly, the Italian merger control regime allows closing of the transaction to occur even while the review before the national authority is still pending (provided that a merger filing has been timely submitted).

Outlook

Since the outbreak of the covid-19 pandemic, the new GP legislation (including the temporary regime) has resulted in a very significant increase in the number of transactions subject to the government's review. This has also led to more prohibition decisions (although they remain quite rare). However, from January 2022, with the expiry of the temporary regime, there will most likely be a return to the standard regime and a corresponding decrease in the number of transactions subject to review.

In addition, the Italian Prime Minister, Mario Draghi, disclosed his intention to create an ad hoc body in charge of reviewing GP filings (currently the review is assigned to the relevant ministry based on the sector concerned by the filing), which would work in a coordinated and organic way for the defence of strategic interests, defining clear perimeters of intervention and promoting a constant and updated screening mechanism of foreign investments in Italy. This body would be inspired by the CFIUS, the US Committee for Foreign Investments.

Footnotes

1 Gian Luca Zampa is a partner, Ermelinda Spinelli is a counsel and Roberta Laghi is an associate at Freshfields Bruckhaus Deringer LLP.

2 PMO's 2020 Report on information policy for security, available in Italian at: https://www.sicurezzanazionale.gov.it/sisr.nsf/wp-content/uploads/2021/02/RELAZIONE-ANNUALE-2020.pdf.

3 'Other' includes simplified proceedings for intragroup transactions, notifications lacking essential information and mere acknowledgement of the information transmitted, inasmuch as it concerns information obligations imposed by previous measures of exercise of special powers.

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