ITALY Trends and Developments Contributed by: Jacopo Gasperi, Gabriella Opromolla, Gabrio Antonioli and Cristina Knupfer, Eptalex – Garzia Gasperi Iannaccone & Partners
notifications related to areas potentially covered by Article 2 (like the energy, transport and communica - tion sectors) and were concluded without applying the legislation. Requirements and prescriptions vary greatly. They might involve the following, for instance: • employment commitments regarding the need to maintain a certain number of employees or to pre - serve specific roles in Italy; • obligations to maintain or increase capital spend - ing in Italian operations; or • governance constraints, like maintaining Italian directors on the board, or preventing certain indi - viduals from accessing sensitive information. Post-closing, compliance with these requirements is monitored, and the government retains enforcement authority as long as conditions remain in force. Non- compliance could lead to further measures, fines or even the transaction being undone. Failure to notify can also have serious consequences, ranging from administrative penalties to the govern - ment imposing conditions retroactively on transac - tions completed without notification, potentially reo - pening deals, whether the lack of notification was intentional or not. The process is managed centrally but involves vari - ous government ministries depending on the sector, including the Ministry of Defence, the Ministry of Eco - nomic Development, and the Ministry of Economy and Finance. Co-ordination among these bodies can add time and complexity, especially for transactions cross - What makes the Golden Power regime particularly relevant today is not just its original purpose, but how it has grown and changed. Over the past ten years, a series of legislative updates has broadened its reach. • First, more sectors are now included. • Second, it has been expanded to apply to transac - tions without any foreign investors. It even applies to purely domestic deals between two Italian firms. ing multiple sensitive sectors. A decade of expanding scope
• Third, a change in 2024 introduced pledge trans - actions into its scope, complicating financing arrangements and lending deals involving Italian strategic assets. Recently, Law No 4/2026, which converted Decree- Law No 175 of 21 November 2025, regarding urgent measures for Transition Plan 5.0 and renewable ener - gy production was published in the Official Gazette, series No 15 of 20 January 2026. During this conver - sion, Article 2 bis was added, bringing in some signifi - cant changes for Golden Power. These changes fall under Article 2 but mainly focus on the financial sector. The amendments do not alter the types of transac - tions needing Golden Power notification, but aim to ensure better co-ordination with procedures from European authorities (like the European Central Bank and European Commission) that oversee acquisi - tions in finance, credit and insurance, and monitor business concentrations. Because of such amend - ments, the Italian government can now exercise its Golden Powers only after completion of the necessary assessments by the competent EU authorities. The amendments also clarify the conditions under which special powers can be used, now including the threat to “national economic and financial security” as a valid justification for exercising these powers. Practically speaking, the most noteworthy change impacts transactions in the finance, credit and insur - ance sectors, where co-ordination with prudential assessments and merger control could significantly extend the process and push back the Golden Power notification deadlines. From a contractual standpoint, parties should care - fully structure conditions precedent and long-stop dates, as well as obligations for information sharing and co-operation, including mechanisms to pause or extend timelines. It is also crucial to align the materials submitted to European authorities for prudential assessments and merger control with the contents of the Golden Power
671 CHAMBERS.COM
Powered by FlippingBook