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South Africa: The “Big read book series”
Welcome to Volume 16 of Norton Rose Fulbright’s Big Read Book series, Marine insurance case law update.
Under the Italian foreign investment regime (set forth in Law Decree No. 21 of March 15, 2012, as amended (the “FDI Decree”), and in several implementing measures), the Italian government has the power to impose conditions on, or veto, investments in Italian companies and assets in strategic sectors when such investments may jeopardize the national security or other public interests (often referred to as the “golden power”). In addition, certain actions by companies in strategic sectors require notification before they can be implemented.
Since April 2020 - in the wake of the first wave of the COVID-19 outbreak - Italy has adopted measures that have increasingly broadened the scope of the government’s powers under the FDI Decree and have extended the regime to new areas. Many of these measures were originally applicable on a temporary basis but have been made permanent.
Strategic Sectors and Relevant Transactions
As from January 2023, the following are the main transactions and corporate actions subject to government scrutiny under the FDI regime.
Defense and National Security sectors
Broadband electronic telecommunication networks based on 5G technology, cloud-based and other assets relevant to cybersecurity
Energy / Transport / Financial, Credit and Insurance / Communications / Healthcare / Agri-food sectors
Water / Media / Data Processing or Storage / Aerospace / Electoral Infrastructure / AI and Robotics / Dual Use
Procedure
Pursuant to the FDI Decree, upon receipt of the filing, the Office of the President of the Council of Ministers (“PCM”) has up to 45 business days (for transactions concerning 5G technologies, 30 days, which may be extended up to 70 days) to review the transaction. If additional information is needed, the PCM may suspend – once – such period until the receipt of the requested information. The requested information must be provided within 10 (or, for information requested by the PCM to third parties, 20) business days. If another EU Member State or the EU Commission intends to review the transaction (independently or at the request of the Italian government), the review period is suspended until the observations or opinion of the relevant EU Member State or the EU Commission have been delivered.
In case of acquisitions, the buyer is responsible for the filing, although the target company must either co-sign the notification or receive an information notice and be given the opportunity to join the proceedings. Parties may seek a preliminary assessment of a proposed transaction by the PCM staff through a pre-filing mechanism.
If the parties fail to notify a transaction, the PCM may review the transaction on its own initiative.
Publication
Welcome to Volume 16 of Norton Rose Fulbright’s Big Read Book series, Marine insurance case law update.
Publication
It is widely accepted that 2023 was one of the worst years in recent memory for M&A activity.
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On 6 September 2022, the European Commission (EC) prohibited Illumina’s acquisition of Grail, bringing to an end the administrative stage of a legal saga that has attracted interest beyond competition law specialists.
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