Italian Developments Archives

Italian Competition Authority Block Proposed Acquisition

by McDermott Will & Emery | Aug 9, 2011 | Italian Developments

On 8 August 2011, the Italian Competition Authority blocked the proposed acquisition by Compagnia Valdostana delle Acque (CVA) of Deval and Vallenergia, both active in the retail sale of electricity in Valle d’Aosta, a mountain region in the north of Italy, close to the border with France. The case is interesting because, in reaching its decision to prohibit the transaction, the Authority took into account not just the parties’ market shares, but also the likely impact of local legislation granting incentives to retail suppliers of electricity. According to the Authority, as these incentives stand currently, they form increased barriers to entry.

The Authority also issued an official statement informing the local authorities of the alleged restriction to competition created by this legislation. It added that it may reconsider its assessment of the CVA acquisition if the legislation was amended to allow potential competitors to have access to the incentives.

The case shows, especially in highly regulated sectors (such as energy, water, and other former monopolies) that market share, although a useful indicator of the parties’ market power, must be considered within the regulatory context. As a result, even if the parties have relatively low market share, clients are well advised to assess carefully the likely impact on competition of any proposed transactions in regulated markets.

In addition, this case proves that the competition authorities are willing to review not only very large mergers, but also smaller deals, in terms of value of the transaction, product, or geographic size of the affected markets and, as in this case, may decide to block deals that are likely to impact relatively small local markets. It is therefore important to review any potential competition issues in the early stages of the negotiations, in order to be able to approach the relevant competition authorities well in advance of any formal filing and discuss any remedies and/or other measures required to avoid any delays in the clearance procedure.

Italian Competition Authority Finds Abusive Conduct in Withholding Data and Internal Communications Praising Company Strategy

by Emily Townsend | Aug 4, 2011 | Italian Developments

by Veronica Pinotti, Martino Sforza and Christoph Voelk

On 5 July 2011, the Italian Competition Authority imposed fines of €5.1 million on a multinational crop protection company for having abused its dominant position on the market for fosetyl-based systemic fungicides in breach of Article 102 of the Treaty on the Functioning of the European Union. In addition, the Authority issued an injunction restraining the company from such conduct in the future.

To read the full article, click here.

Italian Competition Authority’s Investigation into Large-Scale Distribution in the Food Sector

by Emily Townsend | Nov 9, 2010 | Cartel Enforcement, Italian Developments

by Veronica Pinotti, Philipp Werner and Martino Sforza

On 6 November 2010, the Italian Competition Authority launched an investigation into the role of large-scale retail distribution in Italy’s food sector. The investigation aims at assessing potential antitrust issues in this sector, and will focus on the agreements and strategic negotiations between suppliers and large-scale distributors, the role of centralised purchasing, the use of private-label brands, and their likely effects on the final prices of food products. This obviously also has an impact on large multinational food and beverage suppliers.

Companies involved will soon receive detailed questionnaires and requests for information, which need to be handled with care by antitrust attorneys in order to minimise the risk of a potential ad hoc investigation. In the past, the Authority’s sectoral investigations have proven to be the prelude to specific investigations against individual companies predicated on the basis of the information gathered during the sectoral investigation. It is therefore of utmost importance to have specialised assistance at this early stage of the investigation. It is also crucial for companies to engage outside counsel to conduct an effective audit and create a tailored compliance programme in order to be prepared for potential dawn raids and prepare an effective defence. In addition, the whole vertical relationship between suppliers and distributors may have to be reviewed in the light of the European Commission’s new vertical guidelines and experience from other Member States.

The food and beverage industry is under investigation in a number of jurisdictions, and a comprehensive strategy in dealing with these inquiries is therefore critical. McDermott Will & Emery is particularly well-placed to assist companies in this connection, not only by reason of its extensive experience in the sector in Italy, but also by reason of its experience in dealing with similar investigations in other EU Member States.

International News Issue 2 2010

by Emily Townsend | Jun 29, 2010 | Cartel Enforcement, Chinese Developments, Distribution/Franchising, EC Developments, German Developments, Healthcare Antitrust, IP Antitrust, Italian Developments, Joint Ventures/Competitor Collaboration, Mergers & Acquisitions, Monopolization/Abuse of Dominance, Private Litigation

McDermott Will & Emery’s International News, Issue 2, 2010, covers a range of legal developments of interest to those operating internationally. This issue focuses on Antitrust and Competition.

In this issue…

The full issue can be found at: https://www.mwe.com/info/news/int0210.htm.

Italian Merger Control Thresholds – New Revisions

by Emily Townsend | May 31, 2010 | Italian Developments, Mergers & Acquisitions

by Veronica Pinotti and Martino Sforza

The Italian Competition Authority has updated its merger control turnover thresholds. Effective as of 31 May 2010, Section 16(1) of Law no. 287 of 10 October 1990 requires prior notification of all mergers and acquisitions where either of the following conditions is fulfilled:

Aggregate turnover in Italy of all undertakings involved is above EUR 472 million (revised under the terms of the same Section 16(1))
Aggregate turnover in Italy of the target company is above EUR 47 million (as revised)

No notification is required if the target is a foreign company which did not generate any turnover in Italy in the last three years and is not expected to do so as a result of the transaction.

Italy’s merger control thresholds are adjusted annually to take into account increases in the GDP deflator index. The updated thresholds are published in the Competition Authority’s Bulletin once this increase in index is announced officially.

Italian Competition Authority Confirms 1.2 per cent Merger Control Filing Fee for 2010

by Emily Townsend | Dec 30, 2009 | Italian Developments, Mergers & Acquisitions

by Veronica Pinotti and Martino Sforza

The Italian Competition Authority announced today that the amount of its merger control filing fee will remain unchanged in 2010. The amount of the fee will therefore continue to be 1.2 per cent of the value of the notified transaction, in a range of EUR 3,000 to 60,000. For the purpose of the calculation of the filing fee, the value of the transaction is the agreed consideration. In the case of acquisitions of companies or parts of companies generating turnover outside of Italy, the value of the transaction is adjusted applying the correction factor given by the ratio between the domestic and worldwide turnover realized by the company which is to be acquired.

Italian Merger Control Thresholds – New Revisions

by Emily Townsend | Jul 27, 2009 | Italian Developments, Mergers & Acquisitions

by Veronica Pinotti and Martino Sforza

The Italian Competition Authority today updated its merger control turnover thresholds.

As of 27 July 2009, Section 16(1) of Law no. 287 of 10 October 1990, requires prior notification of all mergers and acquisitions involving the following:

aggregate turnover in Italy of all undertakings involved above EUR 461 million (revised under the terms of the same Section 16(1)); or
aggregate turnover in Italy of the target company above EUR 46 million (as revised)

No notification is required if the target is a foreign company, which did not generate any turnover in Italy in the last 3 years, and it is not expected to do so as a result of the transaction.

Thresholds are adjusted each year to take account of increases in the GDP deflator index. The resolution is published in the Authority’s Bulletin after the increase in the index has been officially announced (as to the thresholds in force, see the Authority’s resolution No.20074, published in Italian language in the Bulletin No. 27 of 27 July 2009).

Italian Investigation into Gas Storage Capacity

by Emily Townsend | Jun 17, 2009 | Italian Developments

by Cam Brockie and Veronica Pinotti

The investigation conducted by the Italian Competition Authority and the Italian Electricity and Gas Authority looks into possible obstacles in the development of new storage capacity as well as the impact on competition and likely divesture of assets.

To read the full article, click here.

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