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The new EUR 595 million combined turnover line and the two layers below it that US counsel miss
Forty percent of AGCM merger reviews between 2020 and 2024 were opened on transactions valued below EUR 300 million. That figure, drawn from AGCM's published annual activity reports, tells US counsel something that standard checklists often miss: the official notification thresholds are not the only trigger. They are the floor, not the ceiling.
If you are advising on an Italian acquisition or a joint venture with Italian operations, and the combined Italian revenues of the parties sit anywhere between EUR 100 million and EUR 600 million, read what follows before you sign.
Effective 16 March 2026, the Italian competition authority — the Autorità Garante della Concorrenza e del Mercato (AGCM) — revised its ordinary thresholds under Article 16 of Law 287/1990 (the Italian Competition Act). Mandatory pre-closing notification is required when both of the following conditions are satisfied: the combined Italian turnover of all parties to the transaction exceeds EUR 595 million, and at least two individual parties each record Italian turnover exceeding EUR 36 million.
These figures replace the prior thresholds of EUR 517 million combined and EUR 31 million individual, which had applied since the last revision. The upward revision might look like good news. It is not, and the reasons matter.
The thresholds apply to Italian turnover, not worldwide turnover. A US acquirer with USD 5 billion in global revenues but EUR 40 million in Italy sits below the combined threshold unless its Italian target adds enough turnover to cross EUR 595 million. At the same time, that acquirer's EUR 40 million Italian revenue already clears the individual threshold. The arithmetic is deceptively simple. Run it precisely, on audited Italian revenue figures, before signing.
Filing fees at AGCM are modest by US Hart-Scott-Rodino standards: the filing fee is calculated as a percentage of the transaction value and capped at approximately EUR 60,000, making filing cost is no reliable guide to filing risk.
Yes. This is the layer US checklists most commonly omit.
Article 16(1-bis) of Law 287/1990 grants AGCM a statutory call-in power. Where the authority has reasonable grounds to believe that a below-threshold transaction may significantly impede effective competition in the Italian market — or in a substantial part of it — AGCM may require the parties to notify the deal. The authority updated its guidance on the application of this power on 4 August 2026. The revised guidance confirms that the call-in is particularly active in digital markets, platform businesses, data-driven services, and sectors where one party holds a significant Italian market position regardless of its formal revenue size.
In practice, market share is the trigger, not turnover alone. A deal combining two companies each with EUR 30 million in Italian revenues — well below both thresholds — can be called in if AGCM identifies one party as holding a dominant or near-dominant position in a defined Italian market. The 4 August 2026 guidance document specifically notes e-commerce aggregators, healthcare data platforms, and logistics networks as sectors attracting heightened scrutiny.
Qui tacet consentire videtur — silence is taken as consent. The maxim captures an imprecision in deal practice: counsel who assume a below-threshold deal will go unnoticed and make no filing are relying on silence as a compliance strategy. That has limits when the authority has already identified the sector.
The author Mancur Olson, in The Logic of Collective Action, observed that regulators with broad discretionary power tend to use it most in concentrated markets. Italian competition enforcement since 2021 bears that out.
The EU one-stop-shop principle under the EU Merger Regulation (Council Regulation (EC) No. 139/2004) ordinarily means that a transaction triggering EC thresholds is reviewed in Brussels, not in Rome. AGCM loses jurisdiction.
But the one-stop-shop is not absolute.
Under Article 9 of the EU Merger Regulation, the European Commission may refer all or part of a notified transaction to a national competition authority — including AGCM — where the deal threatens to affect competition in a distinct Italian market. Where that referral occurs, AGCM applies Italian procedural rules, and its own statutory timetable governs. A parallel Italian filing is then mandatory.
More practically: most mid-market Italian acquisitions in the EUR 100 million to EUR 600 million combined Italian turnover band do not reach EC thresholds at all (which require, among other conditions, combined worldwide turnover exceeding EUR 5 billion). Those transactions have no EC filing to shelter behind. The one-stop-shop is simply irrelevant to them. AGCM is the only competent authority, and the two-layer analysis — mandatory threshold test first, call-in risk assessment second — applies in full.
Where a deal does file with the Commission, US counsel should nonetheless note any AGCM informal contact or sector inquiry that pre-dates the signing. AGCM may submit a referral request to the Commission under Article 9(2) early in the EC review. That request can fragment the timetable and delay closing independently of the main Brussels process.
Unlike the US Hart-Scott-Rodino process, which applies a size-of-transaction threshold (currently USD 119.5 million for 2024, adjusted annually by the FTC) that operates largely independently of market share, the Italian regime is revenue-based and market-position-sensitive. There is no Italian equivalent of the HSR exemption for acquisitions of voting securities below 15% of a class. There is no Italian equivalent of the HSR waiting period that automatically starts and stops by rule. AGCM's Phase I review runs 30 calendar days from receipt of a complete filing. Phase II — opened when AGCM has serious concerns — extends that period to 90 calendar days in total. Extensions for information requests stop the clock, and Italian deal teams should build 45 to 60 working days of regulatory float into any Italian acquisition timeline as a conservative baseline.
There is also no informal pre-notification clearance equivalent to the FTC or DOJ staff-level conversations that US practitioners use to narrow issues before formal filing. AGCM does accept pre-notification contacts, but these are not structured and carry no binding outcome. Treat them as intelligence-gathering, not as clearance.
Step one: calculate combined Italian turnover of all parties (acquirer group plus target group) using the most recent audited Italian accounts. If the result exceeds EUR 595 million and at least two parties individually exceed EUR 36 million, mandatory filing is required before closing.
Step two: if combined Italian turnover falls below EUR 595 million, identify whether any party holds a market share exceeding 25% in any Italian product or geographic market, or operates a digital platform, data-aggregating service, or infrastructure asset with Italian market relevance. If yes, assess call-in risk under Article 16(1-bis) and consider proactive contact with AGCM.
Step three: confirm whether the transaction also triggers Golden Power notification obligations under Law Decree 21/2012 as amended. If it does, that filing runs in parallel with any AGCM process. The two filings are independent and neither suspends the other. Missing either deadline can expose the acquirer to fines and, in the Golden Power context, to transaction unwinding.
Step four: if the deal has an EC dimension, monitor for any Article 9 referral signal within the first weeks of the Brussels review.
Phase I: 30 calendar days from a complete notification. The vast majority of transactions are cleared at this stage without conditions.
Phase II: triggered where AGCM issues a formal Statement of Objections within Phase I. Total review period extends to 90 calendar days from the original filing. AGCM may impose remedies — structural (divestiture) or behavioural (access obligations, licensing) — as conditions of clearance.
In practice, a straightforward Phase I clearance on a mid-market deal with no obvious market overlap takes four to six weeks including time to compile the filing. The AGCM notification form requires detailed market-share data, customer lists, and a description of competitive effects — information that must be sourced from the target during due diligence, not assembled after signing. Counsel who leave AGCM preparation to the week before closing will cause delay.
In our files, the most common error is a threshold calculation that uses consolidated worldwide revenues instead of Italian-only revenues for the acquirer group. A US parent with EUR 2 billion in European revenues but EUR 50 million in Italy looks, on first review, like a mandatory filer. It often is not. The reverse error also occurs: counsel assume that because the US parent has no direct Italian sales, the Italian turnover of its subsidiaries is irrelevant. AGCM's turnover calculation rules attribute to the acquirer group all Italian revenues of entities under common control, including indirect subsidiaries and Italian branches. Failing to aggregate those figures correctly produces either a false positive or, more dangerously, a false negative on the filing obligation.
My deal was signed before 16 March 2026 but closes after. Which thresholds apply?
The thresholds in force at the time of closing govern the filing obligation. If your deal closes after 16 March 2026, the current EUR 595 million combined and EUR 36 million individual thresholds apply, regardless of when the share purchase agreement was signed. Re-run the calculation on current audited figures before filing.
Can AGCM block a deal that clears the threshold test?
AGCM can prohibit a transaction or impose conditions even where thresholds are met and notification has been made, if Phase II review reveals a significant impediment to effective competition. Prohibition is rare in absolute numbers but has occurred in concentrated Italian sectors including media, banking, and food distribution. The more common outcome is conditional clearance requiring a divestiture of one product line or a regional business.
Does a joint venture with an Italian partner trigger AGCM notification?
Full-function joint ventures — those that perform, on a lasting basis, all the functions of an autonomous economic entity — are treated as concentrations under Law 287/1990 and subject to the same threshold test. A joint venture that is merely co-operative (coordinating the conduct of parent companies that remain independent competitors) is assessed under the cartel provisions of Article 2, not the merger control rules. The distinction turns on operational autonomy, not on the percentage of equity each party holds.
HREFLANG BLOCK:
Editorial Team — Panato Law Firm Staff
