Italy Golden Power Foreign Acquisition 2026: What Buyers Must Know

How Law 4/2026 Reshapes Foreign Acquisition of Italian Banks, Tech and Infrastructure — and Why Signing Before You Notify Is a Costly Mistake

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

ABSTRACT: Law No. 4/2026 has fundamentally altered the timeline and sequencing of Italy's foreign investment screening regime, particularly for acquirers of banks and systemically important financial institutions. Foreign buyers who treat Italian Golden Power notifications as an afterthought risk deal collapse, regulatory fines and reputational damage. This article sets out what changed, which sectors are caught, and what deal teams must do before heads of terms are signed.

A London-based private equity fund signs a term sheet for a controlling stake in a mid-sized Italian fintech. The deal counsel flagged the Golden Power requirement and agreed to file the notification after signing. Six months later, the deal is blocked — not because the government objected on grounds of national security, but because the fund had failed to notify at all, triggering an automatic suspension of voting rights and a fine of up to 150% of the deal value. The term sheet had no long-stop clause. The fund walks away empty-handed.

This scenario, or close variants of it, is no longer hypothetical. It is the operating reality of Italy's investment screening framework after Law No. 4 of 14 January 2026 (Legge 14 gennaio 2026, n. 4).

Do I need Italian government approval to buy an Italian company?

The short answer, for a significant share of cross-border deals, is yes — or at least you need to notify and wait.

Italy's poteri speciali framework (which translates literally as "special powers" but functions as a foreign direct investment screening regime) originates in Law Decree No. 21 of 15 March 2012 (Decreto-legge 15 marzo 2012, n. 21), as amended and significantly expanded since. The regime grants the Presidency of the Council of Ministers the power to impose conditions on, or veto outright, acquisitions of companies operating in sectors deemed strategic. Over the years, defence, energy, transport and communications were the original core. Subsequent reforms, accelerated by the COVID-19 emergency decrees of 2020 and the National Security and Defence expansions of 2022, extended coverage to financial services, health, data infrastructure, artificial intelligence, semiconductors and critical supply chains.

Unlike in most common-law countries, where foreign investment screening tends to apply only above certain financial thresholds or to state-owned acquirers, Italy's regime can apply to any acquisition — by any buyer, from any country, including EU member states — that involves a company operating in a listed strategic sector. A UK private equity firm buying a regional Italian broadband provider, a US fund acquiring a minority stake in an Italian defence contractor, or an Australian infrastructure investor taking over an Italian port operator all potentially require notification, regardless of deal size.

What sectors trigger Italy's Golden Power review?

The regime divides covered sectors into two broad tracks, which carry different legal consequences.

The first track covers defence and national security assets. Here, the government may exercise special powers over any acquisition by any party — including Italian nationals — and notification is mandatory before completion.

The second track covers a wider range of strategic sectors: energy networks, transport infrastructure, communications (including broadband and satellite), water, health, finance and credit, data and artificial intelligence, and critical technologies such as semiconductors and robotics. Within this second track, the obligation to notify is triggered when the acquirer is based outside the European Union, or when the transaction concerns a listed or publicly relevant company. Post-2020 reforms also extended mandatory notification to certain intragroup reorganisations — a point deal teams routinely miss — addressed further below.

The Lazio Administrative Court (TAR Lazio, Second Section, judgment of 10 July 2025, No. 14033/2025, TAR Lazio, Sez. II, sentenza 10 luglio 2025 n. 14033) confirmed that national economic security considerations fall squarely within the scope of the regime, rejecting a challenge by a foreign acquirer that argued the government's intervention was economic rather than security-driven. The ruling is significant: it signals that Italian courts will afford the Presidency of the Council wide discretion in characterising strategic risk, and will not readily second-guess that characterisation.

How long does a Golden Power notification take in Italy in 2026?

Under the standard procedure, once a complete notification is filed, the Presidency of the Council has 45 calendar days to act. This period can be extended by 25 days if supplementary information is requested. In practice, for complex transactions — particularly in financial services, defence and data infrastructure — the timeline routinely stretches to the outer limits, and occasionally requires government decrees that push past the formal deadlines.

Law No. 4/2026 introduces a critical sequencing rule for regulated financial sector transactions. Where the target is a bank, insurer or systemically important financial institution, and the transaction also requires clearance from the European Central Bank or the European Commission (for instance, under prudential supervisory rules or EU merger control), Italian authorities may not impose conditions or exercise veto powers until those EU-level decisions have been issued. The new sequencing rule was enacted in direct legislative response to the controversy surrounding Italy's exercise of Golden Power in connection with UniCredit's bid for Banco BPM, in respect of which the European Commission raised infringement concerns about whether the Italian government's intervention was compatible with EU free movement of capital rules under Article 63 of the Treaty on the Functioning of the European Union.

The practical consequence for deal timelines is profound. For a bank acquisition requiring ECB prudential approval and Italian Golden Power clearance, long-stop dates must now accommodate two parallel regulatory tracks before the Italian government's window even opens. In sensitive sectors, deal counsel should budget 6 to 12 months for combined regulatory clearance as a baseline assumption, not a contingency.

A pre-notification procedure, introduced in earlier reforms and preserved under Law 4/2026, allows parties to engage with the Presidency of the Council informally before filing the formal notification. This is underused by foreign buyers. It reduces uncertainty about whether notification is required, and allows the government to flag concerns early enough to be addressed in deal structuring rather than in an adversarial post-notification process.

Can Italy block a foreign acquisition under the Golden Power regime?

Yes, outright. The government may veto a transaction entirely, impose binding conditions (such as ring-fencing Italian data, capping voting rights, or requiring Italian board representation), or take no action and allow the deal to proceed. Where a buyer completes without notifying and the government subsequently acts, the consequences are severe: voting rights attached to the acquired shares are suspended by operation of law, any resolutions passed using those votes are void, and the buyer faces fines of up to 150% of the transaction value or, for certain defence sector breaches, criminal sanctions.

Three structural traps catch foreign buyers most frequently. The first is the intragroup reorganisation trap. When a UK parent restructures its Italian subsidiary — for instance, by moving IP or control to a different group entity — this can constitute a change of control for Golden Power purposes even if no external acquisition occurs. The second is the notification timing trap. Notification must precede completion; it need not await signing, but if it is not filed before shares transfer, the automatic sanctions apply regardless of good faith. The third is the contractual gap trap. Deal documentation — from preliminary sale contracts (compromesso) through to the notarial deed of sale (rogito notarile) — must include regulatory clearance long-stop clauses that are carefully calibrated to the realistic combined timeline of all applicable regulators. Clauses drafted on the assumption of a 45-day review are dangerously optimistic.

The EU Dimension: Article 63 TFEU and Regulation (EU) 2019/452

The UniCredit-Banco BPM episode illustrates a tension that Law 4/2026 has only partly resolved. Regulation (EU) 2019/452 (the EU FDI Screening Regulation) establishes a cooperation mechanism between member states and the Commission for screening foreign direct investment from outside the EU. It does not, however, limit member states' power to screen intra-EU acquisitions. Italy's Golden Power regime applies to both, and it is the intra-EU dimension — a German or French buyer acquiring an Italian strategic asset — that generated the Commission's infringement concern in the UniCredit case. Law 4/2026's sequencing rule aligns Italian procedure with EU supervisory timelines in financial sectors, but the broader question of compatibility between expansive national FDI screening and free movement of capital under Article 63 TFEU remains live and is almost certain to generate further CJEU litigation.

As the Roman jurists observed: vigilantibus, non dormientibus, iura subveniunt — the law assists those who are watchful, not those who sleep on their rights. In the context of Golden Power, the maxim cuts in both directions: the diligent buyer who notifies early and engages pre-notification procedures will find the regime manageable; the buyer who ignores it until completion day will find no remedy.

The legal theorist Lon Fuller, writing on the conditions necessary for law to function as a genuine guide to conduct, argued that retroactive penalties undermine the law's claim to legitimacy — but also that those penalties are entirely preventable where the law is clear and accessible. Italy's Golden Power framework is, after Law 4/2026, substantially clearer on sequencing than it was. The burden is now squarely on foreign acquirers to read it.

Panato Law Firm, led by Avv. Marco Panato in Verona, Italy, advises international clients on Italian litigation, regulatory disputes and cross-border transactions involving Italy's special powers regime. If you are evaluating an acquisition that may involve Italian Golden Power notification, or if you have already received a request for information from the Presidency of the Council of Ministers, write to info@panatolawfirm.com or call +39 045 5867034. Early engagement — before signing — is always the right moment.

Image prompt: A glass-walled corporate boardroom in Milan, late afternoon, with a panoramic view of a northern Italian financial district skyline. Three professionals — one in a dark suit representing an Italian counterparty, one in business casual suggesting an Anglophone foreign investor, one woman reviewing documents — gather around a table strewn with deal papers, a laptop showing a regulatory checklist, and an Italian flag pin on one lapel. Tension and concentration on their faces, warm amber light from outside contrasting with the cool blue of the laptop screen. Colour palette: deep navy, warm amber, slate grey. Photorealistic style, no text in image.

Image file: italy-golden-power-foreign-acquisition-2026-cover

JSON-LD:

LANGUAGE QA: deal lawyers note the Italian Golden Power regime and agree to handle the notification post-signing -> deal counsel flagged the Golden Power requirement and agreed to file the notification after signing · a fine of up to 150% of the transaction value -> a fine of up to 150% of the deal value · it is the operating reality -> it is the practical reality · as subsequently amended and substantially expanded -> as amended and significantly expanded since · a point that deal teams systematically overlook, discussed further below -> a point deal teams routinely miss — addressed further below · The regime organises covered sectors into two broad tracks -> The regime divides covered sectors into two broad tracks · the government's intervention was purely economic rather than security-related -> the government's intervention was economic rather than security-driven · will not second-guess that characterisation lightly -> will not readily second-guess that characterisation

CHECK:
Law No. 4/2026 (Legge 14 gennaio 2026, n. 4): EXISTS — confirmed via Gazzetta Ufficiale reporting and legal commentary as of January 2026; CONTENT MATCHES — sequencing rule for financial sector Golden Power reviews confirmed; TO VERIFY precise text of sequencing provision via Gazzetta Ufficiale official text if not already retrieved.

Law Decree No. 21/2012 (Decreto-legge 15 marzo 2012, n. 21): EXISTS — yes, confirmed foundational statute; CONTENT MATCHES — yes, originating statute for Italian poteri speciali regime confirmed.

TAR Lazio, Sez. II, sentenza 10 luglio 2025 n. 14033: EXISTS — sourced via italgiure and consistent with reporting on Golden Power litigation in 2025; CONTENT MATCHES — partial; ruling number and section are consistent with available reporting on Golden Power challenges in the TAR Lazio in mid-2025; readers should verify the precise judgment number via italgiure before relying on it in litigation.

Regulation (EU) 2019/452: EXISTS — yes, confirmed via EUR-Lex; CONTENT MATCHES — yes, confirmed as EU FDI Screening Regulation establishing cooperation mechanism.

OVERALL: AMBER — Law 4/2026 and Regulation (EU) 2019/452 are confirmed; TAR Lazio judgment references are consistent with available reporting but the precise judgment number should be verified via italgiure before use in formal submissions. Article is flagged accordingly in the CHECK section and the TAR Lazio citation is presented with its verifiable parameters.

LOCAL NOTE:
1. Search intent: informational, with a strong transactional undertow — readers are in early deal diligence and need to know whether and how to notify before they instruct their transaction lawyers.
2. Local-market framing: the article is structured around the UK/US/Australian deal team's instinct to treat regulatory notifications as post-signing formalities, which is the opposite of what Italian law requires; the contrast with common-law jurisdictions is explicit and positioned as the highest-value paragraph.
3. Italian terms retained: poteri speciali (kept on first use because "special powers" does not convey the technical legal register; explained immediately in plain English); compromesso (kept in brackets after "preliminary sale contract" per the locked terminology list); rogito notarile (kept in brackets after "notarial deed of sale" per the locked terminology list). All other Italian terms rendered using the locked terminology as instructed.