ITALY Trends and Developments Contributed by: Jacopo Gasperi, Gabriella Opromolla, Gabrio Antonioli and Cristina Knupfer, Eptalex – Garzia Gasperi Iannaccone & Partners
notification regarding the facts, governance, structure and rationale of the deal. All these expansions mean the regime is no longer just a gatekeeping mechanism for foreign investments: it is now a critical component of Italian corporate M&A deals that advisers need to factor in from the get-go. The UniCredit and Banco BPM case One notable example of the Golden Power regime in action is the attempted takeover of Banco BPM by UniCredit. At the end of 2024, UniCredit made a move to acquire Banco BPM, which ranks as Italy’s third- largest bank by assets, while UniCredit is the second. A merger would have created the country’s largest banking group by assets. Banco BPM turned down UniCredit’s initial bid, claim - ing the offered price did not reflect BPM’s worth and raised concerns over job losses and the dilution of BPM’s geographic presence. BPM’s board viewed the offer as hostile and undervalued. After getting the green light from Consob (about the offer document) and the European Commission (fol - lowing the EU Merger Regulation), the deal neces - sitated the activation of special powers by the Presi - dency of the Council of Ministers under the Golden Power regime. The Regional Administrative Court upheld the legitimacy of this power use in its ruling no 13748 on 12 July 2025. Tapping into the Golden Power regime, the Italian government imposed con - ditions on the possible acquisition: the bank had to maintain its loan-to-deposit ratio in Italy for five years, keep project finance levels, continue investing in Ital - ian securities through its affiliate Anima Holding, and exit Russia within a set timeframe. In the end, UniCredit decided to withdraw its offer for Banco BPM. In November 2025, UniCredit appealed to the Council of State regarding the July ruling by the Lazio Regional Administrative Court (TAR), which upheld two out of four conditions imposed by the government (includ - ing exiting all activities in Russia by January 2026 and maintaining Italian investments in Anima Holding).
In the same month, the European Commission initi - ated an infringement procedure against Italy concern - ing its use of the Golden Power regime to restrict Uni - Credit’s acquisition of Banco BPM. The Commission stated that, while the rule is meant to protect national security, it risks allowing unjustified interventions that undermine the principles of freedom of establishment and free movement of capital in the single market. The EU also pointed out that Italy’s legislation over - laps with the exclusive powers of the European Cen - tral Bank within the Single Supervisory Mechanism. The amendments introduced in January 2026 were aimed at addressing the concerns raised by the Euro - pean Commission. The Pirelli and SinoChem case Another key case showcasing the Golden Power regime is the Pirelli/SinoChem case. Pirelli is involved with a strategic asset, cyber technol - ogy. In 2015, Chinese chemical giant China National Chemical Corporation (ChemChina), which is directly controlled by Sinochem, a state-owned Chinese mul - tinational, entered the picture. This case stems from the renewal of a shareholders’ agreement among Pire - lli’s main shareholders: Marco Polo International Italy S.r.l. (a subsidiary of the Chinese group led by Sino - chem) and Camfin S.p.A. (an Italian company under Marco Tronchetti Provera). The agreement in question would have changed the internal structure of the com - pany, effectively handing control over to the Chinese shareholder. This prompted intervention from the Ital - ian government, which exercised its Golden Power on 16 June 2023. The government justified Pirelli’s strategic importance due to its development of specialised cyber sensors for tires that can store sensitive data for various uses. Under the terms set by the government, Pirelli’s Ital - ian shareholder is allowed to appoint the CEO and set strategic decisions, while Sinochem must refrain from having decisive influence. In addition, the parties are required to notify the government of any changes to their shareholder agreement, including whether or not to renew it.
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