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How the January 2026 reform and a landmark Council of State ruling change every US acquirer's pre-closing checklist
Your term sheet is signed. Your US counsel has run CFIUS. Your board has approved. Then your Italian lawyer raises a pre-closing filing you have never heard of, with a 45-day government review clock that can suspend your closing — and no threshold below which you are exempt.
That is the Golden Power notification. For US companies acquiring Italian businesses in energy, transport, AI, semiconductors, agri-food or financial services, it is the most consequential single compliance step in the deal. The January 2026 reform and an April 2026 Council of State ruling have just redrawn the map.
Yes — and the answer is less qualified than it used to be.
Italy's Golden Power regime was introduced by Decree-Law No. 21 of 15 March 2012 (D.L. 21/2012), enacted with amendments / as amended, and most recently reformed by Law No. 4 of 15 January 2026 (Legge 15 gennaio 2026, n. 4). It gives the Italian government the power to impose conditions, veto, or unwind transactions in designated strategic sectors.
Unlike the Committee on Foreign Investment in the United States (CFIUS), which operates on a voluntary notification basis for most deals and applies a significant-national-security test, Italy's Golden Power is mandatory for non-EU investors at defined equity thresholds. There is no deal-size floor. A US fund buying a 10% stake in an Italian mid-market logistics firm may be squarely inside the notification obligation. A Silicon Valley company acquiring 100% of a Milanese AI startup almost certainly is.
Non-EU acquirers must notify across all strategic sectors when crossing equity-interest thresholds of 3%, 5%, 10%, 15%, 20%, 25% and 50%. Each threshold crossing is a separate potential trigger. Notification is filed with the Presidency of the Council of Ministers (Presidenza del Consiglio dei Ministri), not a market regulator.
The base sectors have been in place since 2012: defence, national security, energy, transport and communications. Successive reforms added water infrastructure, health, agri-food and financial services. The 2022 reforms explicitly captured 5G and critical digital infrastructure.
Law No. 4 of 2026 matters for US technology acquirers for one specific reason: it expressly lists artificial intelligence, quantum computing, semiconductors and advanced energy storage as covered sub-sectors. If your acquisition target develops, deploys or licences technology in any of these areas, notification is required regardless of whether the company itself describes its business as a technology firm. An Italian manufacturing group with a proprietary AI-driven production management system is not a tech company in its own view / by its own description. It may be one for Golden Power purposes.
The 2026 reform also introduced sicurezza economica e finanziaria — economic and financial security — as an independent protected national interest. This is an open-ended category. It does not map onto a list of sectors. It allows the government to assert jurisdiction over transactions that fall outside the enumerated sectors but are deemed to affect Italy's economic resilience. In practice, this gives the reviewing authority discretion to draw in / capture deals that the previous framework would not have captured. No published guidance defines its outer limits, and the courts have yet to test it.
This is the structural change that matters most for financial services deals.
Before 2026, Italy's Golden Power review of banking acquisitions ran in parallel with the European Central Bank's own supervisory assessment under the EU's Capital Requirements Directive IV (Directive 2013/36/EU). The two processes were independent but simultaneous. In practice, Italian authorities sometimes completed their review before the ECB, creating tension between a national veto and an EU authorisation.
Following infringement proceedings initiated by the European Commission against Italy, Law No. 4 of 2026 deferred the domestic Golden Power review in the banking and financial sector until after the ECB and the Commission have completed their own assessments. Italy's national review now follows, not precedes, the EU layer.
For a US acquirer of an Italian bank or significant financial institution, this changes deal structuring materially. complete the sentence or restructure EU process sets the pace. You cannot accelerate the Italian leg by filing early. The practical effect is that banking deals may face sequential rather than concurrent review periods, extending overall pre-closing time by several months. Factor this into your exclusivity period and any break-fee mechanics.
Most English-language summaries of Italy's Golden Power stop at listing the sectors. Three features of the current framework are consistently under-described, and each one can derail a deal timeline.
The first is the open-ended extension clause. The government's review period is 45 days from receipt of a complete notification. However, that clock is suspended — for up to 35 additional days — if the European Commission decides to review the transaction under the EU Foreign Subsidies Regulation (Regulation (EU) 2022/2560). In a deal involving a US company with any material state-related financing (including certain US government contracts, Export-Import Bank support, or state-level incentives), the Commission has jurisdiction to conduct a parallel review. The combined suspension means your pre-closing period can extend from 45 to 80 working days before Italy's own clock resumes. No US-style firm deadlines exist in between. Build this into your long-stop date.
The second is the Council of State pledge ruling. In April 2026, the Council of State (the supreme administrative court, Consiglio di Stato) held that pledges over shares do not trigger a Golden Power notification obligation unless they involve an immediate change in control or governance rights. This reversed years of practice under which lenders and security trustees routinely filed precautionary notifications for standard debt-financing structures. The ruling — Council of State, Section VI, April 2026 (Cons. Stato, Sez. VI, aprile 2026) — has direct implications for leveraged buyout structures and acquisition financing: a pledge over shares granted to a US-based lender as part of the acquisition debt package no longer automatically requires a separate notification filing, provided the pledge does not confer voting rights or governance control on the lender. This is a genuine arbitrage opportunity. Structure your security package to ensure the lender holds economic security only, without governance rights, and the pledge should fall outside notification. Confirmation from Italian counsel on each specific structure is non-negotiable.
The third is the filing clock itself. Notification must be filed within 15 working days of signing the transaction agreement. The clock runs from the binding agreement, not from the closing conditions being satisfied. Many US deal teams, accustomed to CFIUS's voluntary pre-closing model, attempt to file only after satisfactory due diligence is complete. In Italy, you file after signing. If you miss the 15-day window, you are in breach even before the government decides whether to approve the transaction.
In iure non remota causa sed proxima spectatur — in law, it is not the remote cause but the nearest one that counts. The nearest cause of every Golden Power sanction is not a hostile review: it is closing before clearance.
The sanctions are severe and have no common-law analogue. Contract voidance — the acquisition agreement is treated as legally null — is not a remedy available to the government as a discretionary option. It is the automatic legal consequence of closing without completing the process. In addition, the government may impose administrative fines of up to double the transaction value. There is no cap expressed in absolute terms: on a EUR 200 million acquisition, the theoretical exposure is EUR 400 million.
Unlike US antitrust gun-jumping violations, where the acquirer and target remain separate legal entities while the merger review is pending, an Italian Golden Power voidance unwinds the deal itself. Share transfers registered at the notary are void. Governance changes are ineffective. The Italian Civil Code (codice civile), Article 1418, governs the nullity. There is no cure after the fact.
The government may also impose conditions — supply-chain localisation, technology transfer restrictions, management appointment rights — without voiding the transaction. Conditions are the most common outcome in practice.
In our files, the most common error is treating Golden Power as equivalent to CFIUS and assuming that a pre-signing voluntary approach is sufficient. It is not. The 15-day post-signing mandatory clock catches US deal teams by surprise, particularly in auction processes where the transaction agreement is signed under time pressure. We also see disputes over whether a specific technology sub-sector applies to the target: the inclusion of AI and quantum computing in Law No. 4 of 2026 is new, and the target company's own characterisation of its business is irrelevant to the analysis. Jurisdiction follows the technology, not the corporate description.
Does a US minority investor need to file a golden power notification in Italy?
Yes, if the investment crosses any of the defined thresholds (3%, 5%, 10%, 15%, 20%, 25% or 50%) in a strategic sector. There is no minimum deal value, and a minority stake with no management rights can still require notification if the target operates in a covered sector.
How long does the Italian golden power review take in 2026?
The standard review period is 45 working days from receipt of a complete notification. That clock can be suspended for up to 35 additional working days if the European Commission initiates a parallel review under the EU Foreign Subsidies Regulation. For banking acquisitions, the domestic review now follows the ECB/Commission assessment under the 2026 reform, so the total pre-closing period is longer and depends on EU timelines.
What is the risk if my Italian acquisition is in AI or semiconductors?
Law No. 4 of 2026 expressly added AI, quantum computing, semiconductors and advanced energy storage to the covered sub-sectors. A US acquirer of an Italian company active in any of these areas must notify pre-closing. Closing without clearance voids the agreement under Italian law and exposes the parties to fines of up to double the transaction value. The question to answer before signing is not whether the target calls itself a tech company, but whether its core operations involve these technologies.
Panato Law Firm, led by Avv. Marco Panato in Verona, Italy, advises international clients — including US acquirers, general counsel and investment managers — on Golden Power notifications, FDI screening and strategic acquisitions in Italy. If your deal involves an Italian target in a covered sector, the filing clock starts at signing. To discuss your specific structure before that clock runs, write to info@panatolawfirm.com or call +39 045 5867034.
HREFLANG BLOCK:
Editorial Team — Panato Law Firm Staff
