Italy FDI control
Produced in partnership with CMS – Adonnino Ascoli & Cavasola Scamoni
Italy FDI control

The following Competition practice note produced in partnership with CMS – Adonnino Ascoli & Cavasola Scamoni provides comprehensive and up to date legal information covering:

  • Italy FDI control
  • 1. What is the applicable legislation?
  • 2. Which government or other body (or bodies) reviews foreign investments?
  • 3. What is the scope of the foreign investment regime? Does it only apply to specific sectors or types of investors (eg foreign or non-EU / non-WTO)? Are there specific rules for certain types of investors (eg state-owned enterprises)?
  • 4. What are the triggers or thresholds for the regime to apply? What types of transactions are caught? Is there a minimum level of shareholding or a control test that applies?  Are there any other thresholds that need to be met (e.g. based on turnover or market shares)?
  • 5. Are there any exceptions that may apply?
  • 6. Is there any discretion to review transactions that do not meet any thresholds for review?
  • 7. What are the grounds for review, eg public or national security or other grounds?
  • 8. What level of discretion do the relevant authorities have to approve or reject transactions? Is there scope for any other body to intervene?
  • 9. Where a transaction is caught by the regime, is notification mandatory and must closing be suspended pending clearance?
  • More...

A conversation with Lorenzo Bocedi, counsel, and Roberto Plutino, associate in the Milan office of international law firm CMS on key issues on foreign direct investment (FDI) control in Italy.

1. What is the applicable legislation?

As a preliminary remark, it should be noted that according to a general principle of Italian law known as the ‘reciprocity principle’, non-Italian investors (whether individuals or companies) are allowed to invest in Italy only if their country of origin allows equivalent rights to Italian investors, or if their country of origin has an international treaty with Italy that permits such investments.

The ‘reciprocity principle’ is not relevant for European investors. However, for cases involving non-EU investors it is worth checking the application of this principle and, if necessary, setting up a specific investment structure. Most foreign investors in fact use EU platforms or Italian vehicles, particularly real estate funds in cases of real estate investments.

With respect to investments in certain strategic sectors of the Italian economy the existing legal framework is set out in Decree Law No. 21 of 15 March 2012 on ‘Special powers on corporate organisations in the sectors of defence and national security, as well as for activities having strategic relevance in the fields of energy, transport and communications’ (the Decree Law).

Pursuant to the Decree Law, the Italian Government has special powers to veto

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