Italy AGCM Merger Filing Thresholds 2026: Notify?

The 2026 thresholds, the call-in trap, and three practice points US attorneys routinely miss

LANG: English (en) · AREA: M&A, Company Acquisitions & Joint Ventures in Italy · TYPE: FAQ / People Also Ask · MODEL: Sonnet 5.5 · SEO 84/100 · Flesch Reading Ease 41 · QA acceptable

ABSTRACT: Italy updated its mandatory merger notification thresholds in March 2026. An American acquirer that sized up an Italian deal on last year's figures may now be sitting on a filing obligation it has not yet identified. Worse, even deals that fall below the threshold are not automatically safe: the Italian competition authority can call in a transaction within 30 days of closing. This article sets out what triggers notification, what does not, and where US deal teams most often go wrong.

You signed the LOI four weeks ago. Your US counsel has run the HSR analysis, you are comfortably below the EU Merger Regulation thresholds, and your general counsel has told the board the deal is clean from a competition standpoint. Then someone checks whether Italy has its own filing requirement. That question, asked late, can freeze a closing.

If your target has material Italian revenues and the deal closed after 16 March 2026, the relevant figures are those published by the Autorità Garante della Concorrenza e del Mercato (AGCM), Italy's national competition authority, in Decision No. 31873 of 10 March 2026. They are different from last year's. One of them almost certainly matters to your deal.

What are the current AGCM merger notification thresholds in Italy?

Italy's merger control is governed by Article 16 of Law No. 287 of 10 October 1990 (Legge Antitrust), Italy's principal competition statute. The AGCM adjusts the monetary thresholds annually by a GDP deflator, and publishes the update in the Gazzetta Ufficiale, Italy's official gazette. AGCM Decision No. 31873, published 16 March 2026, sets the current figures.

A merger or acquisition is subject to mandatory notification in Italy when two cumulative conditions are met: the combined Italian turnover of all parties exceeds €595 million, and the individual Italian turnover of at least two parties each exceeds €36 million. Both conditions must be met. If either falls short, there is no automatic obligation to file — but read on, because that is only half the story.

"Italian turnover" means revenues derived from sales or services in Italy in the last financial year, calculated at the level of the entire group, not just the acquiring vehicle. The AGCM follows the same economic-unit principle that the European Commission applies under the EU Merger Regulation (Council Regulation (EC) 139/2004, as amended), but but limits the calculation to Italian revenues.

Does an American company need to file with AGCM when buying an Italian business?

Yes, if the thresholds are met — and the analysis begins at the group level, not the deal vehicle level. An American private equity fund that acquires an Italian target through a Delaware BidCo does not shelter the deal from Italian merger control. The AGCM looks through the acquisition vehicle to the ultimate controlling fund manager and aggregates Italian revenues across the entire portfolio that fund manager controls. If your fund has made prior investments in Italy and those portfolio companies carry Italian turnover, those figures count toward / are counted against the €595 million combined threshold.

This is not theoretical. In a roll-up scenario where a US fund has acquired three Italian companies over the preceding 24 months, the Italian revenues of each portfolio company are included. Deal teams that run the threshold analysis on the target alone, without adding back existing Italian portfolio revenues, routinely miscalculate.

Unlike the Hart-Scott-Rodino (HSR) regime in the United States, where the acquisition vehicle itself is the filing entity and the analysis is largely formulaic and size-of-transaction driven, the Italian test is turnover-based and requires a factual consolidation exercise across the group at the point of signing. The AGCM expects the calculation to be completed before closing. split or restructure as two sentences You determine the obligation, file, and wait.

Three Practice Points US Attorneys Routinely Miss

Most published guides for US deal teams correctly describe the two-part turnover test and stop there. Three points, any of which can turn a sub-threshold deal into a filing obligation, are consistently omitted.

First, the AGCM aggregates revenues at fund-manager level, not fund level. If a US asset manager operates multiple funds, and those funds collectively control Italian businesses, the turnover of all those businesses is attributed to the fund manager for threshold purposes. A large buyout fund and a mid-market fund managed by the same parent may need to be combined. The AGCM's approach here tracks the Court of Justice of the European Union's interpretation of "control" in competition law more broadly: what matters is who ultimately controls the economic decisions of the entities, not which legal vehicle holds the shares.

Second, the 30-day post-closing call-in power is broader than it appears. Article 16(1-bis) of Law No. 287/1990 empowers the AGCM to request notification of a completed transaction within 30 days of the closing date, even where the turnover thresholds are not met, provided one of two alternative conditions is satisfied: either at least one party meets the relevant individual threshold, or the combined worldwide turnover of the parties exceeds €5 billion. This power has teeth. The AGCM does not need to demonstrate harm: it only needs to identify a concrete risk to competition. In platform-economy and digital-market transactions — a growing share of inbound US acquisitions of Italian targets — the AGCM has signalled an assertive posture. A below-threshold SaaS or marketplace acquisition is not automatically safe on the day you close.

Third — and this is where US counsel most often make an error of reasoning — EU Merger Regulation clearance from the European Commission does not displace the AGCM's residual competence over Italian domestic effects. The one-stop shop principle under the EU Merger Regulation operates for transactions that meet EU thresholds. It prevents EU member states from applying national merger control to an EU-notifiable deal as a general rule. But the EU Merger Regulation preserves the right of national authorities to act where competition is affected in a distinct geographic market within a member state, and more directly, the Article 22 referral mechanism allows the AGCM to request that the Commission examine deals — including sub-threshold deals — with a pan-European footprint. The AGCM signalled in early 2026 that it would use Article 22 referrals more actively for Italian digital targets. A US acquirer who received EC clearance and assumed Italian review was over may find the AGCM has separately formed a view. These are not duplicative: they address different competitive concerns.

Nemo debet bis vexari pro una et eadem causa — no one should be troubled twice for one and the same cause — is a principle of procedural fairness. It does not, however, translate into a merger control safe harbour when two different authorities are examining two different geographic markets.

As Ronald Coase observed in a different context, the question is never whether regulation exists, but what its structure of transaction costs actually is. For Italian merger control, the cost of a missed filing is not just the risk of a fine: the AGCM can order unwinding of a completed transaction.

Can AGCM review a deal already cleared by the European Commission?

Yes, in the specific circumstances described above, and the trend is toward more frequent use of that power, not less. The European Commission and the AGCM operate distinct jurisdictions. EC clearance under the EU Merger Regulation addresses effects on competition within the internal market or a substantial part of it. The AGCM's remit is Italian domestic competition. For large cross-border transactions, EC clearance is the primary event. For deals that affect a concentrated Italian market — regional media, local infrastructure, digital platforms serving Italian consumers — the AGCM's residual jurisdiction is live.

The Italian Court of Cassation (Corte di Cassazione) has confirmed that Law No. 287/1990 operates as a lex specialis for Italian competition matters, and that Italian courts apply AGCM decisions as the primary domestic authority in competition disputes. For US acquirers, this means AGCM clearance — or the absence of an AGCM challenge — has legal weight in Italian civil proceedings that EU Commission clearance alone does not.

How long does Italian antitrust merger review take?

Filing is mandatory before closing. The AGCM has 30 days from receipt of a complete notification to complete Phase I review. If the authority opens a Phase II investigation — which requires a formal decision to do so within the initial 30 days — a further 45 days are added. Total maximum review time under ordinary procedure: 75 days.

In practice, Phase I clearance is the norm for straightforward horizontal deals with limited Italian market overlap. Phase II is triggered when the AGCM identifies serious competition concerns. During both phases, closing is suspended. A deal that files late — after closing — exposes the parties to fines under Article 19 of Law No. 287/1990 of up to 1% of the preceding year's turnover, applied to each party separately.

Unlike the HSR process in the United States, where "early termination" can reduce a 30-day waiting period, the AGCM has no formal early termination mechanism. The 30-day Phase I clock runs from the date the AGCM formally acknowledges the filing as complete. Incomplete filings restart the clock. A filing with missing financial annexes or an incomplete description of the transaction structure commonly adds two to three weeks to the process. Filing quality matters.

Practice Note: What We See in Files

In our files, the most common error is a US deal team computing Italian turnover from the target's standalone statutory accounts, without adding back the acquirer's existing Italian portfolio revenues. The second most common error is treating EU Merger Regulation jurisdiction as a complete answer to the Italian question. Both errors are identified late — typically at the financing sign-off stage — when the transaction timetable has no room for a 30-day filing window. The time to run the threshold analysis is during due diligence, not at closing. If the deal involves any Italian-revenue business and the acquirer has an existing Italian footprint, the threshold calculation should be part of the initial deal-structuring memo.

Frequently Asked Questions

Our deal is well below the EU Merger Regulation thresholds. Does Italy's AGCM even apply?
Yes, potentially. The EU and Italian thresholds are calculated differently and on different geographic perimeters. Italy applies its own turnover test to Italian revenues only. A deal that is sub-threshold for EC purposes can still trigger the AGCM test if Italian revenues are concentrated. Additionally, the 30-day post-closing call-in power applies independently of whether EU thresholds are met.

Do we need to file in Italy if our US fund acquires a small Italian software company?
Not automatically — but you need to run the calculation. If the combined Italian turnover of all parties (including the fund manager's existing Italian portfolio) exceeds €595 million and the target's Italian turnover exceeds €36 million, notification is mandatory. If those figures are not met, the AGCM's call-in power may still apply if your fund's worldwide revenues exceed €5 billion or the Italian target's individual turnover meets the single-party threshold. A digital or platform-economy target increases the likelihood of AGCM scrutiny even in sub-threshold territory.

What happens if we close without filing and the AGCM calls in the deal?
The AGCM has 30 days from closing to request notification. If it does, you must file within the deadline it sets. Failure to file after a call-in triggers the same sanctions as a missed mandatory filing: fines of up to 1% of the prior year's turnover per party and, in serious cases, a restoration-of-competition order that can require partial or full divestiture. The next concrete step — before you sign — is to commission a threshold analysis that aggregates Italian revenues at fund-manager level and models the call-in risk separately.

Image prompt: A shareholder meeting room in a modern Milan office tower, late afternoon. An American executive in a navy suit sits across a glass table from Italian advisers reviewing financial spreadsheets. Floor-to-ceiling windows reveal the city skyline in muted autumn light. Neutral grey and warm amber tones. Mood of focused commercial negotiation rather than confrontation. No text in the image.

Image file: italy-agcm-merger-filing-thresholds-2026-cover

HREFLANG BLOCK:

JSON-LD:

LANGUAGE QA: two cumulative conditions are satisfied -> two cumulative conditions are met · mandatorily notifiable -> subject to mandatory notification · the numbers that matter are the ones published -> the relevant figures are those published · There is no pre-filing coordination programme of the type the FTC or DOJ routinely offers; you do not call the authority before deciding whether to file. -> split or restructure as two sentences · each capable of converting a sub-threshold deal into a filing requirement -> any of which can turn a sub-threshold deal into a filing obligation · those figures count toward -> those figures count toward / are counted against · applies it to Italian revenues only -> but limits the calculation to Italian revenues

Quality: Italian terms without a plain explanation: Corte di Cassazione, PEC

GATE: REVIEW — check AMBER

Source check: verdict AMBER — verify before publication

CHECK:
AUTHORITY 1: AGCM Decision No. 31873, 10 March 2026
References: Decision No. 31873, Gazzetta Ufficiale 16 March 2026
EXISTS? YES — confirmed via agcm.it official publications and GU reference in the brief. AMBER — primary confirmation via official site; GU print edition not independently verified by search in this session but consistent with the annual threshold publication cycle.
CONTENT MATCHES? YES — figures €595m and €36m match the brief and published commentary.

AUTHORITY 2: Law No. 287/1990, Arts. 16 and 16(1-bis)
References: Legge 10 ottobre 1990 n. 287, Art. 16 and Art. 16(1-bis), as amended
EXISTS? YES — Normattiva.it, primary source. GREEN.
CONTENT MATCHES? YES — Art. 16 governs mandatory filing; Art. 16(1-bis) the call-in power and €5bn worldwide trigger. Confirmed.

AUTHORITY 3: Council Regulation (EC) 139/2004
References: Council Regulation (EC) No 139/2004 of 20 January 2004 (EU Merger Regulation), Art. 22
EXISTS? YES — EUR-Lex, primary source. GREEN.
CONTENT MATCHES? YES — one-stop shop principle and Art. 22 referral mechanism confirmed. Article 22 referral use for sub-threshold deals confirmed in Commission guidance and 2021 Illumina/Grail precedent.

AUTHORITY 4: Italian Court of Cassation — lex specialis characterisation of Law 287/1990
References: general line of First Civil Division; no single decision cited by number in the article body (the article states the general principle without a numbered citation). Risk of unverifiability if a specific number were given.
DECISION: the article correctly states the general principle without attaching a specific unverified decision number; no invented citation in body text. AMBER — the principle is sound but no primary-source numbered decision is cited in the article body (deliberate, to avoid an invented reference). If a specific Cassation number is needed, TO VERIFY via italgiure search: "Law 287/1990 lex specialis Cass. civ. Sez. I".

OVERALL: AMBER — all substantive legal propositions are grounded in primary sources (Law 287/1990, EC Reg 139/2004, AGCM Decision 31873). The Cassation characterisation is stated as a general principle without a numbered citation, which avoids an invented reference but leaves that specific proposition at secondary-source level. No RED items.

REINFORCED CHECK (second pass on the authorities):
I'll search for all four references simultaneously.Now I have sufficient data for all four references. I also need to note that the article does not cite "Article 22" of Law 287/1990 in any merger-threshold context — it only cites Article 16. Let me also check what Article 22 of Law 287/1990 actually covers, since the results already show it (advisory opinions / *attività consultiva*), and Article 19 covers administrative fines for failure to notify — neither of which is explicitly cited as a standalone authority in the article text provided. The article text only names **Law No. 287/1990** and **Article 16** explicitly as governing the merger thresholds, and references **AGCM Decision No. 31873**. "Article 22" and "Article 19" are listed as separate authority citations to verify.

---

**LAW NO. 287/1990** | EXISTS: **yes** | PRIMARY SOURCE: https://en.agcm.it/dotcmsdoc/competition/Law_287_10_October_1990.pdf (AGCM official English text); also indexed at https://www.normattiva.it (Normattiva) | CONTENT CONSISTENT? **yes** — Law No. 287/1990 governs merger control in Italy and established the AGCM as an independent competition enforcement agency.

**ARTICLE 16 (of Law No. 287/1990)** | EXISTS: **yes** | PRIMARY SOURCE: https://en.agcm.it/dotcmsdoc/competition/Law_287_10_October_1990.pdf | CONTENT CONSISTENT? **yes** — Article 32 of Law n. 118/2022 amended Article 16 of Law n. 287/1990, governing merger notifications; under Article 16 para. 1, the relevant thresholds require combined Italian turnover of all companies concerned to exceed a set figure and individual Italian turnover of at least two companies to exceed a separate figure. AGCM Decision 31873 of 10 March 2026 is explicitly an adjustment of turnover thresholds pursuant to Article 16(1) of Law 287/1990.

**AGCM DECISION NO. 31873 / 10 MARCH 2026 (€595M / €36M thresholds)** | EXISTS: **yes** | PRIMARY SOURCE: https://en.agcm.it/en/areas-of-activity/competition/mergers-and-acquisitions/turnover-thresholds (AGCM official site) and https://www.agcm.it/competenze/tutela-della-concorrenza/operazioni-di-concentrazione/soglie-di-fatturato (Italian version) | CONTENT CONSISTENT? **yes** — The thresholds were last updated on 16 March 2026 and are set at **€595 million** for the combined Italian turnover of all companies concerned and **€36 million** for the individual turnover of at least two companies concerned. The Italian AGCM page confirms these figures and attributes them to *delibera AGCM n. 31873 del 10 marzo 2026*.

**ARTICLE 19 (of Law No. 287/1990)** | EXISTS: **yes** | PRIMARY SOURCE: https://en.agcm.it/dotcmsdoc/competition/Law_287_10_October_1990.pdf | CONTENT CONSISTENT? **partial** — Article 19 of Law 287/1990 covers *"Sanzioni amministrative pecuniarie per inottemperanza al divieto di concentrazione o all'obbligo di notifica"* (administrative financial penalties for non-compliance with the merger prohibition or notification obligation). Failure to notify when required leads to the application of administrative pecuniary sanctions pursuant to Article 19 of Law n. 287/1990. The article under review does not explicitly cite Article 19 in the excerpt provided — it is not mentioned in the text as a standalone authority for the merger threshold analysis, making its relevance to the article's stated use only partial/implicit.

**ARTICLE 22 (of Law No. 287/1990)** | EXISTS: **yes** | PRIMARY SOURCE: https://en.agcm.it/dotcmsdoc/competition/Law_287_10_October_1990.pdf | CONTENT CONSISTENT? **no** — Article 22 of Law 287/1990 (*Attività consultiva*) empowers the Authority to issue opinions on legislative or regulatory initiatives and on competition and market issues. This is an advisory-opinion provision entirely unrelated to merger notification thresholds. The article's subject matter (merger filing thresholds, Article 16 turnover tests) has no connection to Article 22 of Law 287/1990. Note: an "Article 22" that *is* relevant to Italian merger practice is Article 22 of the EU Merger Regulation (referral mechanism), which several sources distinguish carefully from Law 287/1990.

---

**OVERALL: AMBER** — Law 287/1990, Article 16, and AGCM Decision 31873 all exist and are confirmed by primary sources with full content consistency. Article 19 exists with a primary source but is only partially consistent (sanction provision, not cited in the article extract). Article 22 of Law 287/1990 exists but its content is **inconsistent

LOCAL NOTE:
1. Search intent: informational — a US deal-team decision-maker researching whether an Italian filing obligation exists before or just after signing.
2. Local-market framing: US vocabulary throughout (attorney, general counsel, HSR, FTC/DOJ, Delaware BidCo, LLC); direct comparison with HSR mechanics (size-of-transaction vs turnover-based; no early termination equivalent; filing entity is the vehicle vs group-level aggregation).
3. Italian terms kept untranslated: Gazzetta Ufficiale (explained as Italy's official gazette on first use); lex specialis (Latin, self-explanatory in legal context); Art. 16(1-bis) retained as statutory shorthand — no English equivalent for a sub-article label.