Investment in Italy

Investment in ItalyAll companies that direct and coordinate others must file this information at the TradeRegister. Those that are directed and coordinated must declare their status in their corporatedeeds and letterhead. Both must respect special accounting requirements, evidencingtheir financial relationships, ownership structure, and the effects of the direction andcoordination.3.2Regulatory background3.2.1Italian competition regulationsRules on competition are established at different levels, the first of which is the general ruleon ‘fair’ business behaviour set out by the Italian Civil Code. Secondly, the Italian Civil Codeestablishes a limited number of exceptions, such as non-competition agreements concludedupon termination of an employment contract or a transfer of a going concern. A third setof rules, based on articles 81 and 82 of the EC Treaty, establishes the legal framework ofcontrol over competition matters and the Italian Competition Authority (Autorità Garante dellaConcorrenza e del Mercato). This Authority operates according to the EU principles establishedby the EU Commission and Court of Justice and monitors the following matters:• business agreements and practices which may have an adverse impact on competition• business combinations that may give rise to market dominance• state aid.It has the power to determine the conditions on which business combinations must berealized, to stop them if they may lead to a dominant position on the market, and to issuefines and sanctions.Authorities supervising certain industriesVarious public authorities have supervisory and regulatory powers over companies operatingin specific fields.The Banking Authority supervises the activities and organization of banks and financialinstitutions listed in the register indicated by article 107 of the Italian Banking Law, monitoringtheir management and compliance with the applicable laws and regulations.It examines the documentation and statistics sent to it by the above bodies, and carries outinspections of banks and other financial institutions.Another part of the Banking Authority’s role is to protect transparency in all financial andbanking transactions, also in order to improve relations with end customers.The Insurance Authority was set up by Law no. 576/1982, in order to supervise insurancecompanies and all other parties governed by insurance law, including agents and insurancebrokers.The Authority monitors and regulates the market and operators, also by making the© 2012 KPMG S.p.A., KPMG Advisory S.p.A., KPMG Fides Servizi di Amministrazione S.p.A., KPMG Audit S.p.A., Italian limited liability share capital companies, and Studio Associato Consulenza legale e tributaria, anItalian professional partnership, are member firms of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved.29