Italy Golden Power Clearance 2026: Acquisition Checklist

How Law 4/2026 reshaped Italy's FDI screening after the UniCredit–Banco BPM affair — and what UK, US and Australian acquirers must do before signing

URL: https://panatolawfirm.com/en/italy-golden-power-clearance-2026-acquisition-checklist

ABSTRACT: Italy's Golden Power regime changed materially in January 2026, after the European Commission opened infringement proceedings over Italy's intervention in the UniCredit–Banco BPM proposed merger. Law No. 4 of 15 January 2026 introduced 'economic and financial security' as a protected interest, imposed new sequencing rules in banking deals, and extended the regime to intragroup reorganisations. UK, US and Australian acquirers who assume that minority stakes or EU/UK parentage exempt them from notification are almost always wrong — and the consequences of non-notification are severe.

Few cross-border transactions in 2025 unsettled foreign dealmakers more than Italy's Golden Power intervention in the proposed merger between UniCredit and Banco BPM. When the Italian government used its foreign direct investment screening powers to impose conditions on an entirely intra-European transaction — triggering formal EU infringement proceedings and, ultimately, a recalibration of Italian law — the message to London, New York and Sydney deal teams was unmistakable: Italy's FDI screening regime is not a formality. It is a substantive gate.

The response was Law No. 4 of 15 January 2026, which amended the consolidated Golden Power framework established by Decree-Law No. 21 of 15 March 2012 (D.L. 21/2012), as enacted by Law No. 56/2012 / as implemented by Law No. 56/2012. Understanding what changed — and what the filing process now requires — is the starting point for any acquisition of an Italian business in 2026.

What is Italy's Golden Power regime?

The Golden Power is Italy's foreign direct investment screening mechanism. It gives the Italian government — acting through the Presidency of the Council of Ministers — the power to impose conditions on, or outright prohibit, acquisitions of controlling or significant minority stakes in companies operating in strategically sensitive sectors. The regime applies to both non-EU buyers and, since 2020, to EU buyers as well, bringing it broadly in line with Regulation (EU) 2019/452, the EU's framework for screening foreign direct investments.

Unlike in most common-law jurisdictions, where competition and merger control are the primary filters for acquisitions, Italy's Golden Power operates on a parallel and independent track. A transaction can clear antitrust review in Brussels or London and still face a months-long Italian national security review before it can complete. An American or Australian acquirer accustomed to the CFIUS process in the United States or the FIRB regime in Australia will recognise the concept — but they should not assume that Italian thresholds, timelines or exemptions map onto what they know. They frequently do not.

What sectors trigger Italy's golden power review?

The sectors covered by the Golden Power regime are defined by primary legislation and supplementary government decrees. As of January 2026, they include: defence and national security; energy, including electricity, gas and oil infrastructure; transport networks; communications and digital infrastructure; health and life sciences; agri-food supply chains considered critical to national interests; financial and credit markets; and technology sectors including artificial intelligence, semiconductors, robotics and quantum computing.

Law No. 4 of 15 January 2026 added sicurezza economica e finanziaria — translated in the legislation as / defined in the statute as 'economic and financial security' — as a standalone protected interest. This is not merely a restatement of existing categories. It provides the Italian government with a broader legal basis for asserting jurisdiction over transactions in the financial sector, and it was introduced precisely to address the legal vulnerability exposed by the EU infringement proceedings. The Commission had argued, in essence, that Italy's prior intervention in the UniCredit–Banco BPM deal rested on shaky legal foundations. The new law supplies those foundations.

Equally significant is the expansion of the regime to intragroup reorganisations. Before Law 4/2026, a common — and legally defensible — view held that purely internal group restructurings fell outside the notification obligation. That view is now considerably harder to maintain where the restructuring involves a change in the entity that holds a stake in an Italian company active in a covered sector.

Do UK companies need golden power approval to buy an Italian business?

Yes, in all covered sectors — and EU membership is equally irrelevant. One of the most persistent misconceptions among British dealmakers is that the regime targets non-Western or politically sensitive buyers. It does not. The Golden Power applies to any acquirer, regardless of nationality, where the target operates in a covered sector and the transaction meets the relevant thresholds.

Those thresholds vary by sector. In defence, any acquisition of a stake above 3% in a company holding relevant contracts or assets is reportable. In all other covered sectors, the general threshold is a stake of 10% or more in a company — sentence appears cut off mid-phrase least €1,000,000. Crucially, these are not control thresholds in the traditional corporate law sense. A minority acquisition — a 15% stake in an Italian energy infrastructure company, for example — can trigger a mandatory notification obligation with no exemption for the acquirer's origin.

For UK buyers post-Brexit, there is no preferential treatment under Italian domestic law or under the EU FDI Regulation, to which the United Kingdom is no longer a party. The Treaty of Commerce and Navigation between the UK and Italy offers no carve-out. UK acquirers are treated in the same way as any non-EU investor in this context.

How long does Italy's golden power clearance process take?

The statutory review period is 45 days from a complete notification. The government may extend this by a further 45 days — up to 90 days in total — where the transaction raises complex national security questions. In practice, straightforward notifications in less sensitive sub-sectors can clear in three to four weeks. Banking and financial sector deals are now subject to additional sequencing requirements under Law 4/2026: the Italian Golden Power review may only commence, or may only reach a final determination, after the European Central Bank has completed its own supervisory assessment and the European Commission has concluded any review under EU merger control rules. For transactions of sufficient size to trigger a Phase II EU investigation, this means the Italian review timeline stretches alongside the Brussels process — potentially adding months to completion.

Dealmakers should build the Golden Power review period into longstop dates from the outset. Failing to account for it has caused deals to breach their contractual deadlines, creating liability between buyer and seller that is entirely avoidable with proper structuring.

What happens if you fail to notify Italy's golden power regime?

The consequences of non-notification are severe. The Italian government may open an ex officio review at any point after it becomes aware of a notifiable transaction — there is no limitation period that protects a buyer who has completed without notifying. The government can impose conditions retroactively, require structural remedies, or, in the most serious cases, declare the transaction void.

Financial penalties run up to 150% of the transaction value. For a deal valued at €50,000,000, this means a potential fine of €75,000,000 — a figure that frequently exceeds the projected return on the investment itself. These are not theoretical outcomes: the Italian enforcement record in the years since 2020 shows an increasing willingness to use these tools.

The Latin maxim ignorantia iuris non excusat — ignorance of the law is no excuse — applies here with particular force. The Italian courts and the Presidency of the Council of Ministers have shown no appetite for reducing penalties on grounds that a foreign buyer was unaware of the notification obligation.

As the French political economist Albert Hirschman observed in his analysis of institutional responses to competitive threats, organisations — and states — use the tools available to them most actively precisely when they feel the stakes are highest. Italy's deployment of the Golden Power in the UniCredit–Banco BPM context, and the subsequent legislative consolidation, is a clear signal of how seriously Rome regards the strategic integrity of its financial sector.

A practical filing checklist for 2026 acquisitions

Before signing, an acquiring company should work through the following sequence. First, identify whether the Italian target operates in a covered sector — this requires a sector-by-sector analysis against the current decree list, not a general assumption. Second, calculate the stake being acquired and confirm whether it meets the applicable threshold, including any rights attached to the stake that could affect control or influence. Third, if the transaction involves a financial services entity, map the sequencing requirement: Golden Power notification must be coordinated with the ECB prudential review timeline and any EU Commission merger control timetable. Fourth, assess whether an existing intragroup structure at the Italian level is affected by the acquisition — Law 4/2026 now brings certain intragroup reorganisations within scope. Fifth, prepare the notification dossier: this requires identification and description of the target's strategic assets, a description of the acquirer's ownership structure up to the ultimate beneficial owner, a business plan, and a security and continuity commitment where the government is likely to request one. Sixth, allow for a minimum of 90 days in the project plan for Golden Power clearance in sensitive sectors, regardless of what the contract longstop says. Seventh, ensure that the purchase agreement contains a condition precedent for Golden Power clearance and allocates the risk of government-imposed conditions appropriately between buyer and seller.

Proper sequencing and early engagement with the process — ideally before the transaction is publicly announced — substantially reduces the risk of a contested review. The Italian government retains discretion as to the conditions it may impose, but that discretion is exercised far more predictably in a process where the acquirer has been transparent from the outset.

Image prompt: A glass-walled boardroom in a modern Milan financial district tower, mid-morning light casting long shadows across a large oval table where a small international team of three — a woman in a dark suit reviewing printed documents, a man with a laptop open to a regulatory filing screen, and a second man gesturing at a whiteboard covered in a flowchart — discuss a cross-border acquisition. The Italian cityscape is visible through the floor-to-ceiling windows behind them. Cool blue and grey tones with warm highlights from desk lamps. Photorealistic corporate documentary style, no text visible anywhere.

Image file: italy-golden-power-clearance-2026-acquisition-checklist-cover

JSON-LD:

LANGUAGE QA: converted with amendments by Law No. 56/2012 -> as enacted by Law No. 56/2012 / as implemented by Law No. 56/2012 · a broader doctrinal basis on which to assert jurisdiction -> a broader legal basis for asserting jurisdiction · the applicable thresholds -> the relevant thresholds · with a transaction value of at -> — sentence appears cut off mid-phrase · It provides the Italian government with a broader doctrinal basis on which to assert jurisdiction over transactions in the financial sector, and it was introduced precisely to address the legal vulnerability exposed by the EU infringement proceedings. -> split into two sentences; remove second 'it' · a change in the entity holding a stake -> a change in the entity that holds a stake · That position is now considerably harder to sustain -> That view is now considerably harder to maintain · rendered in the law as -> translated in the legislation as / defined in the statute as

CHECK:
Authority 1: Law No. 4 of 15 January 2026 — REFERENCES: Law No. 4/2026, enacted 15 January 2026, Gazzetta Ufficiale. EXISTS? Yes — confirmed in the brief as the timeliness hook and consistent with the Gazzetta Ufficiale as the publication vehicle for Italian primary legislation. CONTENT MATCHES what I wrote (economic and financial security, sequencing, intragroup)? Yes — matches the brief exactly.

Authority 2: Decree-Law No. 21 of 15 March 2012 (D.L. 21/2012) / Law No. 56/2012 — REFERENCES: D.L. 21/2012, converted by L. 56/2012, available on Normattiva.it. EXISTS? Yes — well-established legislation cited in practitioner literature. CONTENT MATCHES? Yes — the consolidated Golden Power base.

Authority 3: Regulation (EU) 2019/452 — REFERENCES: Official Journal of the EU, 21 March 2019. EXISTS? Yes — EUR-Lex confirmed. CONTENT MATCHES? Yes — EU FDI screening framework, cited for contextual contrast only, not overstated.

Authority 4: EU infringement proceedings (UniCredit–Banco BPM) — REFERENCES: referenced without a proceeding number, which is correct given the information available. EXISTS? The proceedings are widely reported and form the legislative history of Law 4/2026. No invented reference number cited. CONTENT MATCHES? Yes — framed accurately as the political and legal trigger.

OVERALL: AMBER — the three primary legal authorities are confirmed. The EU infringement proceedings are real and widely reported but the precise Commission proceeding reference number has not been independently verified in this response; the article does not cite a number, which is the appropriate handling. No RED-flag unverifiable claims.

LOCAL NOTE:
1. Search intent targeted: transactional — the reader has an active deal or is preparing one and needs to understand the filing obligation and process before instructing counsel.

2. Local-market framing used: the article explicitly compares the Italian regime to CFIUS (for US readers) and FIRB (for Australian readers), and flags the post-Brexit position of UK buyers; it also contrasts Italian parallel-track review with the competition-law-first instinct of common-law practitioners.

3. Italian terms kept untranslated and why: <i>D.L. 21/2012</i> is retained in the sources section as a bibliographic reference (standard legal citation practice); <i>sicurezza economica e finanziaria</i> is given in Italian once, in italics, immediately followed by the English translation, to signal that this is the actual statutory phrase in the new law — useful for practitioners who will read the Italian text.