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What US buyers of Italian fintechs, insurers and asset managers must do before the 45-day Italian review clock even starts
The Italian government formally blocked or conditioned fourteen transactions under the golden power regime between 2021 and 2024 — a figure that rose sharply after Russia's invasion of Ukraine prompted Rome to treat financial stability as a security matter. The trend has not slowed. US private equity funds and strategic acquirers entering Italy's financial sector now face a regime that, after Law No. 4 of 15 January 2026, is structurally different from anything they encountered under prior Italian rules or under CFIUS at home.
The core change sounds procedural. It is not. It determines whether your Italian clearance is legally valid.
The short answer: almost always, if you are a non-EU buyer acquiring a meaningful stake.
The golden power regime — introduced by Legislative Decree No. 21 of 15 March 2012 (the decreto dorato) and extended progressively to cover financial, credit and insurance sectors — gives the Italian Presidency of the Council of Ministers the power to impose conditions on, or block outright, acquisitions that threaten national strategic interests.
For financial-sector targets, the relevant threshold for mandatory notification is the acquisition of 10% or more of the voting rights or capital, or any acquisition that confers control or decisive influence over a company operating in banking, insurance, asset management or financial market infrastructure. The 10% threshold is not a rough guide: it mirrors the ECB's own significant-influence threshold under EU banking prudential rules, and the Italian government tracks it accordingly.
The 'economic and financial security' ground added by Law No. 4/2026 extends the government's reach beyond earlier formulations, which centred on defence, energy and communications. An acquirer of a Milan-based insurtech — one that processes policyholder data, operates cloud-based pricing algorithms or holds significant Italian retail customer information — now sits squarely within scope, even if it has no defence contracts and no physical infrastructure.
Law No. 4 of 15 January 2026 converted into permanent law Legislative Decree No. 175 of 27 November 2025 and, in doing so, inserted a sequencing rule into the golden power statute with no real counterpart in prior Italian law.
The provision is clear on its face: the Italian government's 45-day review window cannot open — does not start — until the ECB's prudential proceedings and, where European Commission merger control applies, the Commission's own proceedings are completed.
Here is where US attorneys applying their CFIUS instincts will go wrong. CFIUS operates on a parallel-track model: filings with the Committee, the Federal Reserve, state insurance regulators and the Department of Justice Antitrust Division all run simultaneously, or with minimal sequencing. Deal teams are trained to move all tracks at once to compress total elapsed time.
Italy's Law 4/2026 mandates the opposite. The three tracks are now legally sequential, not concurrent. ECB and Commission first. Italian government second. Submitting your golden power notification before those EU-level proceedings are complete does not merely earn you a procedural correction notice. It exposes the resulting Italian clearance to annulment on the ground that the statutory precondition for review was never met — a defect the government cannot cure by issuing a new decision without restarting the entire sequence.
The statute does not define 'completed'. That gap is now the single most important open question in Italian financial-sector M&A practice. In deals where the ECB issues a draft decision and invites comment, is that sufficient? What about a Commission Phase I clearance with conditions still under negotiation? In our view, based on the ordinary meaning of the term under Italian administrative law, 'completed' means a final, binding determination — not a provisional view or an interim step. Your deal timeline must be built around that conservative interpretation until Italian administrative courts clarify the point.
They answer different questions, and the confusion between them is expensive.
The ECB's prudential assessment — conducted under the EU Capital Requirements Directive IV and the Single Supervisory Mechanism Regulation (Council Regulation (EU) No. 1024/2013) — asks whether the acquirer is financially sound, has a satisfactory record, and will run the target in a safe and prudent manner. The ECB has 60 working days from the date of acknowledgement to issue its assessment, extendable to 90 working days where it requests supplementary information. In practice, complex cross-border deals run closer to the 90-day outer limit.
The Italian golden power review asks a different question entirely: does the transaction threaten Italy's national strategic interests? Since Law 4/2026 added 'economic and financial security', that question is now broader than a standard prudential inquiry. A US buyer who is financially impeccable can still receive golden power conditions, as the UniCredit/Banco BPM saga demonstrated.
TAR Lazio — the Regional Administrative Court of Lazio, the first-instance court with jurisdiction over golden power decisions — annulled two of the conditions imposed on UniCredit's roughly €14.6 billion all-share bid for Banco BPM in its ruling published on 12 July 2025 (TAR Lazio, Sezione Prima, 12 July 2025, concerning the UniCredit/Banco BPM golden power conditions, case references to be confirmed through the court's official register). The court upheld the Russia-exit obligation and the freeze on the Anima Holding investment, but struck down the five-year loan-to-deposit ratio maintenance floor and the project-finance portfolio minimum as disproportionate. The court's reasoning established that Italian administrative proportionality review — controllo di proporzionalità — is available against golden power conditions, but the threshold for annulment is high: the condition must be manifestly unsuitable or exceed what is necessary to address the identified risk. That is a materially lower standard of deference than US courts apply to CFIUS conditions, where judicial review is severely curtailed under 50 U.S.C. § 4565(e).
Unlike in most common-law jurisdictions — where foreign investment review decisions are either unreviewable or subject only to constitutional challenge — Italy's golden power conditions sit within the ordinary Italian administrative law framework. The Council of State (Consiglio di Stato) hears appeals from TAR Lazio decisions; Panato Law Firm advises on proceedings before the regional administrative courts and administrative appeals in that tier, and works with appellate specialists for higher-instance proceedings.
Yes — and the realistic elapsed time is longer than most deal teams assume.
Nemo dat quod non habet — no one gives what they do not have. The Italian government cannot give a valid golden power determination before it legally has authority to do so, which is only after EU-level proceedings are complete. Build your timeline around that constraint, not around optimistic assumptions about parallel tracking.
A realistic sequence for a US buyer acquiring a Milan-based insurtech with cross-border data flows looks like this. Day one: sign the SPA with a long-stop date of no fewer than twelve months. Day two to day fifteen: file the ECB significant-influence acquisition notification (assuming the target qualifies as a supervised entity or holds an insurance authorisation). Day fifteen to approximately day ninety-five: ECB assessment period (up to 90 working days). Simultaneously, if EU merger control thresholds are met — combined worldwide turnover exceeding €5 billion and EU-wide turnover of each of at least two parties exceeding €250 million — file with the European Commission under Regulation (EC) No. 139/2004. Phase I runs 25 working days; Phase II up to 90 additional working days. Day ninety-five-plus: only after ECB final assessment and any Commission clearance, file the Italian golden power notification with the Presidency of the Council. Day ninety-five to day one hundred and forty: the 45-day Italian review window runs. Add buffer for the government to request supplementary information, which suspends the clock and restarts it on receipt of complete documentation.
Total elapsed time from signing to Italian clearance: nine to twelve months for a complex deal, even without a Phase II Commission investigation. Factor that into your long-stop date on day one, not after the first regulatory delay.
Yes, and the TAR Lazio ruling of July 2025 is the clearest roadmap yet for how to do it.
The challenge window is thirty days from notification of the golden power decree to the acquirer. That period does not extend. Miss it, and the conditions become final regardless of their legality.
The proportionality doctrine the court applied in UniCredit/Banco BPM is now the primary tool. A buyer who receives a condition — say, a five-year restriction on repatriating dividends, or a requirement to maintain Italian management in place — can argue before TAR Lazio that the condition does not correspond to a real and identified risk, or that a less intrusive measure would achieve the same protective purpose. The argument must be technically grounded: generic assertions of commercial damage will not suffice.
Post-Law 4/2026, the addition of 'economic and financial security' as a protected interest potentially widens the range of defensible conditions. Courts will need to define the boundary of the new ground. That process will take years of litigation. In the interim, US acquirers should treat any golden power condition touching data localisation, pricing algorithm governance or customer-data retention as presumptively defensible by the government, and build proportionality arguments into their response to the pre-decree consultation if the government opens one.
In our files, the most common mistake is the instruction given to Italian counsel at the term-sheet stage: 'file everything simultaneously once we sign.' That instruction works in a US multi-agency environment. Applied to Italy post-Law 4/2026, it produces a golden power notification filed before ECB proceedings are complete, which the Presidency of the Council must formally reject as premature — or worse, accepts and processes in a way that a subsequent TAR Lazio challenge could unwind. The second most common error is underestimating the ECB assessment period when the target's authorisation sits in a subsidiary structure with a non-Italian parent: the ECB's review of group-wide governance takes longer, and the Italian golden power clock cannot start until that review is done.
Build the sequence into the SPA's regulatory-conditions clause. Name each proceeding. Identify the order. Set an automatic long-stop extension if the ECB or Commission proceedings overrun. Your Italian counsel should be coordinating with European regulatory counsel from the term-sheet stage, not from signing.
As Oliver Wendell Holmes Jr. observed, 'the life of the law has not been logic; it has been experience.' The sequencing rule in Law 4/2026 is the product of Italy's experience with transactions — UniCredit/Banco BPM chief among them — where multi-track filings created conflicts between EU prudential determinations and domestic political conditions. The law now formalises the priority. Treat it as a hard constraint, not a soft preference.
The next concrete step in your transaction is to map each applicable regulatory track — ECB, Commission, Italian golden power — against your proposed SPA conditions precedent, and to confirm in writing with Italian counsel which proceeding must be complete before the next one starts. Do that before you agree a long-stop date.
Does a US private equity fund always need golden power approval to buy an Italian insurtech?
If the acquisition reaches 10% of voting rights or capital, or confers control over a financial, credit or insurance entity operating in Italy, notification is mandatory regardless of deal size. There is no de minimis exemption for non-EU buyers in the financial sector under the current rules.
What happens if the Italian government misses the 45-day golden power review deadline?
Silence is not consent. Under the golden power statute, if the government fails to act within the 45-day window — running from the moment the notification is complete and legally receivable — the transaction is deemed cleared without conditions. The practical risk is that the government requests supplementary information, which suspends the clock; filings that appear overdue often have a suspended or restarted clock that is not visible to the acquirer.
Can we use the same due-diligence materials for the ECB filing and the Italian golden power notification?
Partially. Both require corporate structure, ownership, financial soundness and governance information. The golden power notification additionally requires a specific assessment of any connection the acquirer has with non-EU states — particularly those deemed hostile to EU or NATO interests — and, post-Law 4/2026, documentation addressing 'economic and financial security' risks. Prepare the golden power package as a distinct document, not a copy of the ECB dossier.
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SUGGESTED INTERNAL LINKS: Italy Golden Power Financial Sector Acquisition 2026 (/en/italy-golden-power-financial-sector-acquisition-2026)
Editorial Team — Panato Law Firm Staff
