ITALY Trends and Developments Contributed by: Jacopo Gasperi, Gabriella Opromolla, Gabrio Antonioli and Cristina Knupfer, Eptalex – Garzia Gasperi Iannaccone & Partners
Following lengthy discussions about possibly renew - ing the shareholders’ agreement between Camfin and Sinochem, aimed at balancing Pirelli’s shareholding structure (heavily skewed toward the Chinese partner, which affected operations in the US), on 23 January 2026 Camfin decided against renewing the share - holders’ agreement, which is set to expire on 18 May 2026. It stated the decision came after realising it was impossible to establish solutions with Sinochem that would meet US regulatory needs and allow Pirelli to continue developing its Cyber Tyre technology. The EU dimension: Italy and the internal market The Golden Power legislation in Italy fits within a com - plex European legal framework that seeks to balance the protection of strategic national interests with adherence to the EU’s fundamental principles. Co- ordination occurs on multiple fronts: compliance with treaties and court rulings, implementing specific regu - lations like those on foreign direct investment (FDI) control, and co-existing with other secondary laws, including the recent Regulation on foreign subsidies. The Golden Power regime poses a potential restriction on two basic freedoms outlined in the Treaty on the Functioning of the European Union (TFEU): the free - dom of establishment (Article 49) and the free move - ment of capital (Article 63). The Court of Justice of the European Union (CJEU) has noted that any national measure limiting these freedoms must meet four cumulative criteria: • non-discrimination; • justification – there must be valid reasons related to the general interest, like public order, security or health (Articles 52 and 65 of the TFEU); • suitability – the measures need to effectively achieve their intended objectives; and • proportionality – the measures should not go beyond what is necessary to accomplish that objective (following the principle of the least restrictive measure). Regulation (EU) 2019/452 sets up a European frame - work for reviewing foreign direct investments in the Union based on security and public order, encour -
aging co-operation and information sharing among member states and the Commission. Regulation 2019/452 lists various factors that mem - ber states might consider when assessing whether an investment could impact security or public order. Italy has aligned its laws with these guidelines, broadening the Golden Power scope through specific implement - ing decrees. In addition, Italy must inform the Commission and other member states about any foreign direct invest - ments under review. The Commission can provide opinions, and other member states can comment if they think an investment might threaten their secu - rity or public order. Although the final decision rests with the member state where the investment occurs, said state needs to seriously consider the Commis - sion’s opinions and the comments from other member states. Regulation (EU) 2022/2560 on Foreign Subsidies (FSR) serves a different purpose: it aims to protect the inter - nal market against competition distortions caused by third-country subsidies to firms operating in the EU. While the Golden Power regime and the FSR regime are formally distinct, information obtained in one con - text could affect assessments in the other. For exam - ple, if an investor is significantly subsidised by a third country, this could be factored into the Italian govern - ment’s security risk evaluations. The EU’s regulatory framework has further compli - cated matters for cross-border investors. In practice, receiving a Golden Power notification in Italy may trig - ger parallel scrutiny at EU level, particularly for cross- border transactions. This adds a considerable extra layer of compliance that must be considered right from the deal’s initial structuring. Practical implications for investors and advisers From a practical standpoint, the Golden Power regime can affect how Italian M&A transactions are struc - tured, managed and timed. Therefore, it is wise to keep a few key points in mind.
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