ITALY Law and Practice Contributed by: Matteo Beretta, Alice Setari, Natalia Latronico and Riccardo Molè, Cleary Gottlieb Steen & Hamilton
9. Foreign Direct Investment/Subsidies Review 9.1 Legislation and Filing Requirements Italy has a foreign direct investment (FDI) screening regime, known as the “golden power” regime. In par - ticular, under Law Decree 21/2012, the Italian govern - ment has the power to review, impose conditions on, or veto certain investments and corporate transactions (including purchases of shares) carried out by particu - lar categories of investors, where those investments concern a strategic asset or activity in the defence and national security, 5G technologies, energy, trans - port and communication networks sectors, or other critical sectors reflecting the EU FDI Regulation (EU) 2019/452. The FDI notification is mandatory when the requirements set out in law are met, although the par - ties may also voluntarily seek guidance from the gov - ernment on whether a formal notification is required through a pre-notification process. Other than that, foreign subsidies may be subject to a mandatory ex ante notification under the EU Foreign Subsidies Regulation (EU) 2022/2560 (FSR), to be reviewed by the European Commission. Italy does not have independent foreign subsidies review powers.
The transaction would have resulted in Terminal San Giorgio – the only terminal infrastructure in the Port of Genoa used by Grimaldi – being placed under the indirect control of Mediterranean Shipping Company (MSC), whose subsidiary Grandi Navi Veloci (GNV) competes directly with Grimaldi in the market for Ro-Ro maritime transport services. In 2024, Grimaldi challenged the Authority’s conditional clearance deci - sion, arguing, inter alia, that the Authority had incor - rectly defined the relevant market, underestimated the transaction’s potential foreclosure effects and imposed remedies that were insufficient to address the risk of input foreclosure. Both the TAR Lazio and, subsequently, the Consiglio di Stato upheld the chal - lenge and annulled the Authority’s decision. The courts found shortcomings in the Authority’s competitive assessment, particularly as regards market definition and the adequacy of the remedies adopted to prevent discriminatory access to the terminal infrastructure. The case was therefore remitted to the Authority for reconsideration. Following a renewed investigation, in 2026 the Authority ultimately re-authorised the trans - action subject to substantially strengthened behav - ioural and monitoring commitments.
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