PagoPa, government implements antitrust remedies to divest to Poste

The government has taken note of the indications of the Antitrust opinion, sent to Parliament in recent days during the conversion into law of the Pnrr decree, regarding the sale of the capital of the PagoPa digital payments platform to the public administration. In the initial version of the regulation, it was envisaged that control could be transferred to Poligrafico dello Stato and the remainder, for a share not exceeding 49 per cent, to Poste Italiane. The provision had caused concern in the banking world and among international payment and card circuits: all operate on the platform on equal terms with Poste Italiane. The latter's potential entry into the capital posed the risk, in their view, that it could take advantage of its shareholder position and access to payment information. The Antitrust opinion warned of these risks and called for corrective measures. These were provided for in the amendment to the decree presented by the government, which nevertheless seems intent on going ahead with the transaction, and approved by Parliament.

According to the provision, Poste Italiane will not be able to enter into shareholders' agreements with Poligrafico dello Stato that have the effect of exercising a dominant influence over the governance of the company. The provisions of Law 287 of 1990 are reiterated, according to which operations to change corporate control, such as the one envisaged by the regulation, fall under the merger discipline and must be subject to prior control by the Antitrust Authority.

It is stipulated that PagoPa's statutes must incorporate a number of requirements. And in particular, if the statutes provide that the decision-making body may be a sole director or a delegated body, i.e. a board of directors, it shall be the expression of the shareholder holding the majority of the shares representing the share capital. In the event that a board of directors is provided for, the majority of the members must be the expression of the majority shareholder, and the proposals for resolutions on services provided through a technological platform for interconnection and interoperability between the public administration and payment service providers and on the appointment or dismissal of executives with strategic responsibility are reserved for the board of directors.

In order to safeguard the principles of non-discrimination, neutrality and impartiality, it is envisaged that PagoPa shall guarantee equal treatment between the payment service providers adhering to the platform and that it shall adopt managerial and organisational safeguards to prevent the exploitation of commercially sensitive information relating to all the services provided by the company. The company is then expected to report on its activities in this regard and the results achieved in a report to the delegated authority for technological innovation every 30 June each year.