The reform of Italian competition and consumer protection laws – which have already been significantly amended over the past two years – continues: a new “piece of the puzzle” has just been added by the Italian Annual Law on Competition (the ALC), adopted in the last few days of December and welcoming in 2024.
The key changes introduced (besides regulatory and liberalisation provisions inter alia in the energy, transport and waste disposal sectors) concern merger control, consumer protection and the Italian Antitrust Authority’s (IAA) powers related to the implementation of the EU Digital Markets Act (DMA). What should companies be aware of in the antitrust and consumer law space?
Extended “Phase 2” timeline for merger control review
The IAA will now have 90 calendar days (plus up to 30 more calendar days) for the so-called “Phase 2” merger control review for M&A transactions requiring further scrutiny after the initial 30 calendar days period (“Phase 1” – which remains unchanged). This is a long-awaited reform advocated by the IAA at least since its 2021 opinion to the Italian Government, where it sought an extension of the previous timeframe (only 45 calendar days for Phase 2).
This change brings the Italian timeline closer to the EU merger control framework and aims at providing both the IAA and the parties with more time for detailed analysis and submissions.
Companies involved in merger control proceedings in Italy will now have to cater for the extended potential Phase 2 in their transaction timeline and long stop date period. They should also expect the IAA – within the extended timeline – to make increased use of its full toolbox to carry out an even more comprehensive analysis of notified transactions, including via increasingly detailed requests for information.
The IAA is the Italian “long arm” to enforce the Digital Markets Act
Unsurprisingly, the IAA has been designated as the authority in charge for the purposes of the cooperation obligations set out in the DMA.
In particular, the IAA will be empowered to:
- put in place all forms of collaboration provided for in the DMA, including assistance to the European Commission during unannounced inspections;
- use all (and the same) investigative powers (and related sanctions) provided by Italian antitrust law in the context of the DMA);
- use the outcome/evidence of any investigative activity carried out pursuant to the above powers also for the purposes of enforcing Italian dominance and abuse of economic dependency rules.
Enhanced consumer protection and automatic renewal of contracts
The ALC has also introduced certain amendments to the Italian Consumer Code and the Italian Electronic Communications Code. Most notably:
- for fixed-term service contracts setting an automatic renewal (including for the supply of water, gas or electricity), the ALC has introduced an obligation for the service provider to send prior written notice to the consumer 30 days before the contract expiration, indicating the date by which they may withdraw from the contract in order to avoid automatic renewal. Otherwise, the consumer will be able to withdraw free of charge at any subsequent time;
- for contracts concluded via phone, the ALC has added that the consumer’s consent is not valid until the latter has confirmed receipt of all contractual terms and conditions in writing;
- a general prohibition has been introduced on service providers using information obtained through the ‘number portability database’ so as to differentiate commercial offers to consumers on the basis of the consumer’s previous service provider.
Conclusion
The approval of the ALC marks a significant step towards an enhanced merger control review (which was long due) and to a more complete consumer protection regime in Italy, and also provides powers for the IAA to collaborate with the European Commission in the enforcement of the DMA. Companies should expect increased activities from the IAA on all these fronts.
