New mandatory competition tax
Changes in merger control
The government has introduced two important changes to the competition rules that will affect companies doing business in Italy. The first is the introduction of a new mandatory tax that companies must pay annually to the Competition Authority. The second is a change in the merger turnover thresholds, which will result in a significantly reduced number of mergers being notified to the authority.
New mandatory competition tax
The government has introduced a completely new form of financing for the Competition Authority. Companies with a turnover exceeding €50 million must now pay the authority a mandatory annual competition tax. The tax is calculated as 0.008% of the previous accounting period's turnover, up to a maximum of €400,000.
Companies must pay this tax every year regardless of any merger being notified and any antitrust cases pending or commenced before the authority. The tax must be paid by October 30 2012 for 2013 and by July 31 thereafter.
It is not yet clear how the new tax will apply in practice, for example, whether global or domestic turnover must be taken into account for the calculation of the new tax, or whether companies that do not have a physical presence or do not conduct physical sales in Italy will be exempt. The authority will clarify the new tax's scope of application in a regulation to be adopted in the near future.
Changes in merger control
The government has changed the way that turnover thresholds operate for the purpose of triggering a merger notification to the Competition Authority. As of January 1 2013, mergers must be notified to the authority when both of the following turnover thresholds are met:
- the combined aggregate domestic turnover of all undertakings exceeds €468 million in the previous financial year; and
- the aggregate domestic turnover of the target undertaking exceeds €47 million in the previous financial year.
With the introduction of this change, effective as of January 1 2013, the two turnover thresholds set out above become cumulative. Up to December 31 2012 it is sufficient that at least one of them be met in order to trigger a merger notification.
The introduction of cumulative turnover thresholds will result in a significantly reduced number of mergers being notified to the Competition Authority.
The government has also eliminated, as of January 1 2013, the filing fee for merger notifications. Up to December 31 2012, when notifying a merger the acquiring company must pay a filing fee to the Competition Authority, which amounts to 1.2% of the value of the transaction, with a minimum of €3,000 and a maximum of €60,000.
For further information on this topic please contact Andrea De Matteis at De Matteis Studio Legale by telephone (+39 06 983 784 11), fax (+39 06 699 212 35) or email ([email protected]).