ITALY Trends and Developments Contributed by: Jacopo Gasperi, Gabriella Opromolla, Gabrio Antonioli and Cristina Knupfer, Eptalex – Garzia Gasperi Iannaccone & Partners
Navigating the Italian Golden Power Regime: From Foreign Investment Screening to Domestic Deal Maker Introduction Italy’s M&A market closed 2025 on a high note, with Italian M&A transactions having increased in terms of both volume (approximately +16% increase in the number of transactions announced with respect to 2024) and value (approximately +18% increase), according to PwC’s Italian M&A Trends report. This report also shows that AI is influencing decision-mak - ing criteria in M&A transactions, with about a third of the largest global transactions highlighting artificial intelligence as a crucial part of their investment strate - gies. However, KPMG’s year-end analysis shows that cross-border deals (ie, foreign investments into Italy) plummeted by 48% in value compared to 2024. This drop is tied to factors like geopolitical instability and US tariffs. Conversely, domestic deal values surged, reaching around EUR38 billion. An important regulatory tool in Italy’s M&A scene in recent years is the “Golden Power” regime. Italy remains an attractive destination for foreign investors, but they have to navigate a specific set of rules con - cerning the Golden Power regime. This legal frame - work gives the Italian government the authority to scrutinise transactions in certain strategic industries, and to potentially impose conditions or even veto some deals. Originally, the Golden Power regime aimed to protect national security and defence by restricting or condi - tioning certain deals involving foreign investors (par - ticularly non-EU investors) in sectors deemed crucial for national security. However, the rules have changed significantly over the years, and this regime now applies to certain domestic transactions as well; the list of sectors included has also expanded recently. This article will outline some of the key features of the Golden Power regime, how it has evolved, and what investors should keep in mind when considering investments in Italy. The origins of the Golden Power regime The Golden Power legislation was introduced in 2012 with Decree-Law No 21 of 15 March 2012 (con -
verted with amendments by Law No 56 of 11 May 2012) (“Decree 21/2012”). Its primary objective was to protect the assets of companies operating in sec - tors considered strategic and of national importance. This marked a shift from a golden share system to a Golden Power regime, which now allows for special powers concerning companies engaged in activities of strategic significance, not just privatised compa - nies. Unlike previous regulations, the Golden Power regime does not depend on the State holding shares in strategic companies. In 2009, the golden share system faced infringe - ment proceedings from the European Commission. Although the Commission acknowledged the valid aim of protecting the State’s vital interests, it concluded that the Italian system went beyond that, violating the free movement of capital. According to Decree 21/2012, certain transactions involving the transfer of strategic assets, includ - ing company acquisitions, mergers, demergers and pledges, must be reported to the government, which then has the power to decide how to exercise its “Golden Power”. Over time, the types of transactions covered have greatly expanded, and now include cor - porate matters such as changes to a company’s cor - porate purpose that might affect how strategic assets are used and the transfer of a company’s registered office outside Italy. The regime even applies to resolu - tions by corporate bodies that alter control of strategic assets, meaning it impacts a wider range of transac - tions than just share purchases. The implementing decrees play a crucial role in defin - ing what falls under the legislation concerning Golden Power. According to these regulations, the strategic sectors to which the regime applies include: • defence and national security; • 5G and cloud technology; • energy, transport and communications; • healthcare, agri-food and finance (including bank - ing and insurance); and • other sectors defined by Regulation (EU) 2019/452 of the European Parliament and of the Council
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