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What the January 2026 reform means for your deal timeline, your notification file, and the ownership map you must submit before signing
Many Brazilian deal teams arrive at the due-diligence stage of an Italian acquisition with a working assumption drawn from Brazilian corporate law: that regulatory approval is a post-closing formality, obtainable within 30 days after the transaction closes, provided no competition authority has flagged a problem in the interim. That assumption is wrong in Italy, and under the 2026 reform it is more wrong than ever.
Italy's decreto legge 21/2012, as most recently amended by Law No. 4 of 15 January 2026 (Law 4/2026), makes the Golden Power notification a pre-closing obligation for any non-EU acquirer crossing a 10% ownership threshold in a strategic-sector Italian company, where the transaction value is at or above €1 million. Closing before filing — or closing before the review period expires — exposes the deal to sanctions of up to twice the transaction value and to mandatory forced divestiture. There is no cure. The deal can be unwound.
Yes, in most cases involving a strategic sector. The Golden Power regime — Italy's foreign direct investment screening framework, administered by the Presidenza del Consiglio dei Ministri (the Italian Prime Minister's Office) — applies whenever a non-EU entity acquires a stake of 10% or more in an Italian company whose activities touch one of the protected sectors: defence, national security, critical infrastructure (energy, transport, water, digital), financial infrastructure, health, and food security. Since the 2020 pandemic-era extension, the threshold also catches acquisitions of companies active in artificial intelligence, semiconductors, robotics, and cybersecurity. The trigger is sector, not size.
For Brazilian buyers, the word "Brazilian" is the operative fact / is what triggers the obligation. Brazil is not an EU member state, and the Golden Power regime applies to all non-EU acquirers without distinction. A Brazilian private equity fund, a Brazilian family holding company, and a publicly listed Brazilian conglomerate are treated identically under the statute. Having a European subsidiary does not remove the obligation if the ultimate beneficial owner is a non-EU entity — a point that Law 4/2026 reinforces explicitly.
The Presidency has 45 calendar days from receipt of a complete notification to clear the deal unconditionally, impose conditions, or veto it. The clock starts only when the filing is deemed complete. An incomplete filing — missing documents, unclear ownership charts, insufficient sector classification — restarts the review period.
Before January 2026, a Brazilian group acquiring an Italian bank or insurance company faced a single regulatory queue: the Golden Power review ran concurrently with the prudential authorisation required from the European Central Bank or the Italian insurance supervisor, IVASS. Deal advisers could structure parallel tracks and, with disciplined project management, close within six to nine months of signing.
Law 4/2026 altered that structure / upended that approach. Article 4-bis of the amended decree introduces a sequencing obligation for transactions involving credit institutions, insurance undertakings, and financial market infrastructure: the Presidency cannot exercise its Golden Power prerogatives until the ECB, IVASS, or the relevant EU prudential authority has completed its own assessment and issued its authorisation. The Italian clock does not start until the EU or ECB clock has stopped.
In practice, an ECB fit-and-proper and significant-influence assessment under Regulation (EU) No. 1024/2013, the Single Supervisory Mechanism Regulation, typically takes four to six months. The Golden Power review then adds an additional 45 days. A financial-sector acquisition that a Brazilian CFO priced at a nine-month closing timeline may now require fifteen months — or longer if the Presidency exercises its right to extend the review period by a further 45 days for particularly complex cases.
Unlike the position under Brazilian law / In contrast to Brazilian practice, where the Conselho Administrativo de Defesa Econômica (CADE) runs merger review concurrently with sector-specific regulatory processes and the parties can contractually manage that risk through drop-dead clauses, the Italian sequencing rule is statutory. It cannot be waived by contract. No side letter between buyer and seller modifies it.
Nemo potest ad impossibile obligari — no one is bound to do the impossible. A closing condition written without knowledge of Article 4-bis will be impossible to satisfy in the contractual timeframe, producing a breach that neither party intended and that a court may resolve in a way neither party wants.
The penalties are set out in Article 4 of Legislative Decree 21/2012 and confirmed in the Law 4/2026 version. A buyer who closes without filing, or who closes before the review period expires, faces an administrative sanction of between one and twice the value of the transaction. On a €50 million acquisition, that means a potential penalty of up to €100 million. The Presidency may also order forced divestiture — compulsory sale of the acquired stake — within a period it sets, and may impose interim governance restrictions, including suspension of voting rights, pending divestiture.
Italian courts have confirmed that these sanctions are not contingent on proof of harm to public interests. The violation is formal. Closing without a complete, reviewed notification is the offence, regardless of outcome. The Italian Court of Cassation, United Civil Divisions, order No. 26937 of 4 October 2024 (Cass. civ., Sez. Un., ord. 4 ottobre 2024 n. 26937), in a case concerning the relationship between Golden Power veto decisions and ordinary civil courts, confirmed that the Presidency's powers in this area are administrative acts enforceable outside ordinary civil proceedings, meaning a buyer who closes prematurely has no efficient judicial avenue to cure the position quickly.
This is the failure mode that appears in Italian practice with near-regularity in cross-border transactions from Brazil, and it is the one that competitor briefings consistently omit.
The Presidency's notification form requires the filer to disclose not only the direct acquirer but the entire indirect ownership chain up to and including the ultimate beneficial owner (UBO). For a listed Brazilian company, this means mapping every shareholder holding 5% or more. For a Brazilian private equity fund, it means disclosing the fund's limited partners beyond the GP entity. For a family group, it means identifying the natural persons who control the chain — including any nominee arrangements, foundations, or trusts used in Brazilian estate planning.
Brazilian corporate structures frequently involve holdings registered in jurisdictions that are not Brazil — Cayman Islands, British Virgin Islands, Luxembourg — interposed between the operational Brazilian entity and the ultimate family or institutional owner. The Presidency treats each interposed entity as a separate legal person that must be individually disclosed, with its own constitutional documents, shareholder register, and ultimate beneficial ownership declaration.
A notification that discloses only "Holding S.A., São Paulo" as acquirer, without the full chain beneath and above it, is incomplete on its face. The Presidency issues a request for supplementary information, the 45-day clock resets, and the deal sits.
In our files, the most common reason a Golden Power notification fails at the completeness stage is that the Brazilian side submitted the direct acquirer's corporate documents but did not map, or was unwilling to disclose, the layer above it. Sometimes this reflects genuine complexity in the ownership structure. More often, it reflects the mistaken belief that the Italian authorities will accept the same level of disclosure that Brazilian regulators require in a domestic setting. They will not.
For sectors other than financial services: 45 calendar days from the date the Presidency deems the notification complete, extendable to 90 days for complex cases. The Presidency's internal rules allow it to request supplementary information once during that period, which pauses the clock.
For credit institutions, insurers, and financial market infrastructure under the new Article 4-bis sequencing rule: the 45-day Golden Power period begins only after the ECB or IVASS issues its authorisation. Total elapsed time from signing to clearance: plan for 12 to 18 months in a financial-sector transaction, assuming no material complications in the prudential review.
For all transactions: if the Presidency neither approves nor vetoes within the applicable period, approval is deemed granted by silence. In practice, the Presidency rarely allows the period to expire: it either clears or imposes conditions. Silence is not a reliable plan.
Generally, no — with one exception that traps buyers every year. A winery, a hotel, or a luxury goods company is not within the protected sectors listed in Legislative Decree 21/2012. A Brazilian investor buying a 100% stake in a Verona winery for €30 million does not need a Golden Power notification.
The exception is dual-use: if the target company holds licences or technology that touch defence, cybersecurity, or critical infrastructure — however small a part of its business — the entire company may fall within scope. A winery that also operates agricultural drone technology under a contract with a government entity, or a hotel that manages a telecoms mast on its roof under a government concession, may trigger the obligation.
The safe approach, on any acquisition of an Italian operating company with revenues from government or regulated sources, is to run a sector-classification assessment before entering exclusivity. That assessment takes one to two weeks and costs a fraction of a delayed closing.
Italy's antitrust authority, the Autorità Garante della Concorrenza e del Mercato (AGCM), runs separately. Where the combined Italian turnover of the parties exceeds €492 million, or where EU Regulation (EC) No. 139/2004 (the EU Merger Regulation) thresholds are met, EU Commission jurisdiction may apply instead. Golden Power and merger clearance are parallel, not sequential, unless the financial-sector sequencing rule displaces that parallelism.
If the Italian target is a small company with fewer than 50 employees, does Golden Power still apply?
Company size is irrelevant. The test is sector of activity and transaction value at or above €1 million. A ten-person Italian cybersecurity firm acquired by a Brazilian parent for €2 million requires a Golden Power notification exactly as a multinational would. The Presidency has reviewed and conditioned deals well below €10 million in deal value.
Can the Brazilian buyer and the Italian seller agree to manage Golden Power risk through the share purchase agreement without filing?
No. The obligation to file is statutory and falls on the acquirer. A contractual arrangement between buyer and seller — such as a deferred closing condition or an indemnity clause — does not replace the notification obligation or stop the Presidency's enforcement powers. The parties may allocate the commercial risk between themselves by contract, but they cannot contract out of Italian public law. A veto or a sanction is enforced against the acquirer regardless of what the SPA says.
Does the January 2026 reform affect transactions that were signed before 21 January 2026 but have not yet closed?
Yes, if closing occurs after 21 January 2026 and the notification has not yet been filed or reviewed. Law 4/2026 applies to the procedural stage at the date of the notification, not the date of signing. A Brazilian buyer who signed a term sheet for an Italian bank in December 2025 and expected to close in March 2026 on the pre-reform timetable will now be subject to the Article 4-bis sequencing rule. This is not transitional: the Presidency confirmed in its February 2026 guidance note (Presidenza del Consiglio dei Ministri, Ufficio Coordinamento Affari Giuridici, Nota operativa n. 2 del 18 febbraio 2026) that the new financial-sector sequencing rules apply to all notifications submitted after the law's entry into force.
As the jurist Rudolf von Jhering observed, a right exercised without procedure is a right half-lost. In Italian FDI practice, the procedure is the right — and the January 2026 reform added a procedural layer that no deal team should discover for the first time at the SPA signing.
HREFLANG BLOCK:
Editorial Team — Panato Law Firm Staff
