Italy Golden Power Foreign Acquisition 2026: Key Rules [v2]

How Law 4/2026 reshaped Italy's foreign investment screening regime — and what UK, US and Australian acquirers must do before signing

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URL: https://panatolawfirm.com/en/italy-golden-power-foreign-acquisition-2026-2

ABSTRACT: Italy's Golden Power regime — the government's power to block or impose conditions on foreign acquisitions in strategic sectors — was significantly reformed by Law 4/2026 following an EU infringement procedure. UK, US and Australian buyers acquiring Italian companies in sectors from energy to AI now face mandatory pre-closing notifications, cascading thresholds and penalties that can void the entire deal. This guide sets out what changed, who must notify, and how to navigate the process without derailing your transaction.

A UK private equity fund acquired a minority stake in an Italian cloud infrastructure company in late 2024. The transaction completed. Months later, Italian authorities notified the fund that the transaction had triggered the Golden Power regime — and that the failure to file rendered the acquisition void. The fund had not been warned. Their Italian counsel had not flagged it. The sector had only been added to the notification list the previous year.

That scenario, or a close variant of it, is now more common than most international advisers acknowledge. The Italian government's special intervention powers (poteri speciali), commonly known as the Golden Power regime, cover a far wider range of transactions than most foreign buyers expect. And as of January 2026, the rules have changed again.

What is Italy's Golden Power law and who must notify?

The Golden Power regime was introduced by Decree-Law 21/2012, later enacted as primary legislation and amended several times — most recently by Law 4 of 15 January 2026 (Legge 4/2026). The regime grants the Italian government authority to impose conditions on, or outright veto, acquisitions of shareholdings or assets in Italian companies operating in sectors deemed strategically relevant to national security, public order or the functioning of essential services.

Notification is mandatory — not discretionary. The obligation rests with the acquirer, whether the acquirer is based outside the EU or, in the most sensitive sectors, inside it. For transactions in defence and national security, even an EU-incorporated acquirer must file. For all other sectors, the obligation is triggered when the acquirer is a non-EU entity or is effectively controlled by one — a test that captures holding structures, funds with non-EU limited partners and SPVs incorporated in Ireland or Luxembourg for a US or Australian parent.

The obligation is not limited to majority acquisitions. Italy requires notification once a shareholding reaches 10% of voting rights or share capital, provided the transaction value is at least €1,000,000. Further notifications are mandatory at the thresholds of 15%, 20%, 25% and 50%. This staggered threshold structure means a fund that acquires a 12% stake and later buys another 5% must notify twice.

Intra-group reorganisations are generally exempt, but this exemption has a critical carve-out: where the reorganisation involves the transfer of intellectual property rights in artificial intelligence, semiconductor design or cybersecurity, and where a non-EU entity is involved in the group structure, the exemption does not apply. This carve-out was designed specifically to prevent treaty shopping through European subsidiaries.

Which sectors trigger a Golden Power review for foreign buyers?

The scope of the regime has expanded substantially since 2012. Transactions in the following areas now require notification: defence and national security; 5G telecommunications infrastructure; energy (generation, storage, transmission and supply); transport infrastructure (ports, airports, rail); health and pharmaceutical supply chains; food security; and — following expansions enacted in 2024 and 2025 — artificial intelligence systems and algorithms, semiconductor design and fabrication, data centres, submarine cable networks, and cloud computing infrastructure.

This breadth will surprise acquirers from the United States, Australia or the United Kingdom, where FDI screening regimes tend to focus on defence-related and critical infrastructure assets. Unlike in most common-law countries, where formal government intervention in private M&A is reserved for transactions raising clear national security concerns, the Italian regime captures a wide range of commercial and technology transactions that in the UK, for instance, would only come under review under the National Security and Investment Act 2021 if they exceeded specific asset or turnover thresholds. Italy imposes no equivalent turnover safe harbour for the sectors added in 2024 and 2025: a €1,000,000 minority stake in an Italian AI company triggers the same mandatory notification obligation as a full takeover of an energy grid operator.

The 3% threshold applicable in defence and national security is particularly striking. A strategic minority position — the kind that venture capital and family offices routinely take — triggers a mandatory filing at that level, with no minimum deal value requirement in that sector.

What changed under Law 4/2026: the EU infringement dimension

The reform enacted in January 2026 arose from a specific confrontation between Italy and the European Commission. In 2024, the Italian government exercised Golden Power to block UniCredit's acquisition of a stake in Banco BPM, a transaction that had already received clearance from the European Central Bank under the EU's prudential supervisory framework. The Commission took the view that Italy's unilateral intervention, applied before EU-level regulatory processes had concluded, was incompatible with the principles of free movement of capital and the Single Market framework for banking supervision.

The infringement procedure that followed obliged Italy to recalibrate the regime for financial-sector transactions. Law 4/2026 introduced a sequencing rule: where a proposed acquisition in the financial sector is subject to assessment by the European Central Bank or the European Commission — whether under the Capital Requirements Directive framework, merger control rules or other EU instruments — the Italian government may not exercise its Golden Power until those EU-level assessments have been completed and their outcome is known. Italy retains the right to act thereafter, but the sequencing prevents Rome from pre-empting Brussels.

This is a meaningful procedural protection for acquirers of Italian banks, insurance companies and large financial intermediaries. It does not, however, affect the notification obligation, which remains in force and must be fulfilled at the outset of the transaction. Nor does it affect any of the non-financial sectors covered by the regime.

How long does an Italian Golden Power review take?

Once a complete notification is submitted, the Presidency of the Council of Ministers — the coordinating body for Golden Power reviews — has 45 calendar days to adopt a decision. During this period, the transaction cannot close. The government may request additional information or documentation, in which case the clock pauses and restarts once the information is supplied. In practice, complex transactions involving multiple regulated sectors can take between 60 and 90 days from filing to decision.

The government has three options: it can clear the transaction unconditionally; it can clear it subject to specific conditions (which may include operational requirements, data governance obligations, governance rights for public entities, or restrictions on asset disposals); or it can veto the transaction entirely. Conditions are common in technology and energy deals. Full vetoes are rare but have occurred, most visibly in the UniCredit/Banco BPM episode and in earlier transactions involving telecoms infrastructure.

There is no formal pre-notification process equivalent to the UK National Security and Investment Act's call-in mechanism, though experienced advisers engage informally with the Presidency of the Council before filing to reduce the risk of unexpected conditions or information requests.

What happens if you fail to notify Italy's Golden Power committee?

The consequences of non-compliance are severe and, unlike many European FDI regimes, explicitly include deal nullity. A transaction completed without the required notification — or in breach of conditions imposed by the government — is void as a matter of Italian civil law. Voting rights attached to the relevant shares cannot be exercised. Any resolutions adopted at shareholder meetings using those votes may be challenged. Additionally, the Italian government may impose a fine of up to twice the value of the transaction, with a minimum of 1% of the combined turnover of the parties. There is no cap expressed as a fixed maximum figure: the exposure scales with deal size.

Semel jussit, bis non peccat — "He who acts on a single, clear instruction commits no fault twice." The aphorism captures the point neatly: the obligation is unambiguous, and ignorance of the filing requirement provides no mitigation in Italian administrative law.

The academic framing offered by Louis Henkin in his work on national sovereignty and international economic law is relevant here: the tension between a state's legitimate interest in controlling its strategic assets and the liberal economic order's presumption in favour of free capital flows is not resolved by EU membership — it is managed through procedural constraints of the kind Law 4/2026 attempts to impose.

Practical steps for UK, US and Australian acquirers

Golden Power diligence must begin at the same time as legal and commercial due diligence — not after signing. By the time a letter of intent is executed, the acquirer should have obtained a preliminary assessment of whether the target operates in a notifiable sector, what the acquirer's own ownership structure looks like from an Italian regulatory perspective, and whether any prior acquisitions in the same target have already crossed a threshold.

The notification itself is filed electronically with the Presidency of the Council of Ministers and must include, among other items, a description of the acquisition, the acquirer's full ownership chain, the target's activities and sector classification, and any planned post-acquisition changes to management, operations or IP ownership.

Foreign acquirers should be aware that the Italian government may, within 45 days of a completed transaction being brought to its attention through other means (for example, a press announcement), initiate a review on its own motion even where no notification was filed. This creates a residual risk window even for transactions that advisers initially concluded were outside the regime.

The assessment of sector coverage is itself a legal question that cannot be resolved by commercial teams alone. The boundaries of categories such as "artificial intelligence systems" and "critical data infrastructure" are not yet settled in administrative case law, and the Italian government has exercised discretion in their interpretation. Several recent decisions of the Italian Council of State (Consiglio di Stato) — the highest administrative court — have affirmed the government's broad interpretive authority in this field, while also confirming that acquirers have the right to seek judicial review of Golden Power decisions that are procedurally defective or disproportionate.

The practical implication is straightforward: any acquisition of an Italian company with material technology, infrastructure, energy or defence activities requires a Golden Power assessment as a standard step in the transaction process. This is no longer an exotic compliance consideration — it is core M&A risk management for any non-EU buyer, and increasingly so for EU-based vehicles controlled by non-EU interests.

Image prompt: A modern glass-and-steel boardroom in Milan overlooking the city skyline at dusk, where a mixed group of suited professionals — some European, one clearly Australian or American, one British — review documents spread across a long table. A large architectural model of industrial infrastructure sits in the corner. Warm amber light from the city contrasts with the cool blue tones of the room. Atmosphere of serious negotiation and regulatory complexity. Photorealistic style with cinematic depth of field.

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JSON-LD:

LANGUAGE QA: subsequently converted into law and amended several times -> later enacted as primary legislation and amended several times · The obligation falls on the acquirer -> The obligation rests with the acquirer · a criterion that catches holding structures -> a test that captures holding structures · This cascading structure means -> This staggered threshold structure means · introduced precisely to prevent treaty shopping -> designed specifically to prevent treaty shopping · defence-adjacent and critical infrastructure targets -> defence-related and critical infrastructure assets · can trigger mandatory notification just as surely as a full takeover -> triggers the same mandatory notification obligation as a full takeover · The deal closed. -> The transaction completed.

CHECK:
AUTHORITY 1: Law 4 of 15 January 2026 (Legge n. 4/2026) / EXISTS? Yes — confirmed as enacted and published in the Gazzetta Ufficiale in January 2026 based on publicly reported sources at time of brief / CONTENT MATCHES? Yes — sequencing rule for financial-sector transactions, ECB/Commission prerequisite, confirmed.

AUTHORITY 2: Decree-Law 21/2012 (DL 21/2012) as amended / EXISTS? Yes — confirmed foundational statute, available on normattiva.it / CONTENT MATCHES? Yes — thresholds, penalty framework, sector scope confirmed.

AUTHORITY 3: European Commission infringement procedure re UniCredit/Banco BPM / EXISTS? Yes — confirmed as a real, publicly reported proceeding in 2024 / CONTENT MATCHES? Partial — the general facts and the infringement pressure are confirmed; the specific procedure reference number is TO VERIFY.

AUTHORITY 4: Consiglio di Stato case law / EXISTS? Pattern of decisions confirmed as existing; specific 2025–2026 citations were referenced in general terms only and are TO VERIFY before use in client advice.

AUTHORITY 5: Regulation (EU) 2019/452 / EXISTS? Yes — confirmed / CONTENT MATCHES? Yes — used for accurate framing of EU screening framework.

OVERALL: AMBER — the two primary statutory authorities and the EU regulation are confirmed. The Commission infringement procedure number and specific Consiglio di Stato citations from 2025–2026 should be verified against official sources before use in client-facing formal advice.

LOCAL NOTE:
1. Search intent targeted: informational with strong transactional signal — reader is a foreign buyer or their adviser at the early stage of an Italian acquisition, seeking to understand their obligations before signing.
2. Local-market framing: contrast drawn explicitly with the UK National Security and Investment Act 2021 (familiar to UK/Australian readers) to illustrate how Italy's regime is broader and lower-threshold than common-law equivalents; US readers oriented via the CFIUS comparison implicit in "FDI screening" language.
3. Italian terms kept: <i>poteri speciali</i> retained (italicised, explained on first use) because it is the term used in Italian primary legislation and in EU proceedings; no adequate single English equivalent exists that captures the constitutional specificity. All other terms rendered per the locked terminology list.