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Year in review

On 1 January 2023, a new permanent regime entered into force. This replaced the previous temporary regime that was established by the Liquidity Decree on 9 April 2020 during the peak of the covid-19 pandemic and significantly expanded the scope of application of the GP regime. Pursuant to the permanent regime, the duty to notify under the GP rules applies:

  1. to EU/EEA (including Italian) and non-EU/EEA investors, in cases of direct or indirect acquisitions of a sole or joint controlling interest (from 1 January 2023, the list of relevant sectors has been slightly reduced for EU/EEA investors); and
  2. to non-EU/EEA investors only, in the case of direct or indirect acquisitions of non-controlling minority stakes (acquisition of shareholdings of at least 10 per cent or 10 per cent of the voting rights, and when the thresholds of 15, 20, 25 and 50 per cent are exceeded), provided that the value of the investment exceeds €1 million.

Prior to the introduction of the updated rules, investment in strategic sectors other than security and national defence would trigger a filing only if carried out by non-EU/EEA investors acquiring, directly or indirectly, a controlling interest in the target.2

The rules regarding the 5G sector were materially changed in March 2022 and now also apply to EU/EEA entities.

The legislative changes of the past three years have caused a significant increase in the number of transactions reviewed by the PMO. This has also been a consequence of certain ambiguities in very broadly worded legislation, which, in practice, has led to the submission of many precautionary notifications (for the sake of legal certainty), essentially aimed at avoiding the potential imposition of fines for failure to file. The 660 notifications received in 2024 by the PMO confirmed the upward trend that had characterised the previous three-year period (2020-2022), in contrast with the slight decrease in 2023. According to statistics, approximately 46 per cent of the notifications submitted in 2024 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 the recent geopolitical crisis (and their consequences for industrial supply chains) seem to have increased the level of scrutiny of foreign investments by the PMO. In fact, since April 2021, according to public sources, the PMO exerted its veto right at least six times against Chinese acquirers and at least two times against a Russian acquirer.