INTRODUCTION
The Italian Golden Power law, established under Law Decree No. 21 of 15 March 2012, gives the government special authority to screen, restrict, or block Foreign Direct Investments (FDI) and corporate transactions. It protects national security, strategic infrastructure, and financial stability. The Golden Power was originally introduced in 2012, and it was limited to defense, national security, and infrastructure, such as energy, communications and transportation. However, after 2019, the Golden Power law has been extended to additional sectors, such as high technology, fintech, agri-food and financial services and infrastructure. This means that clearance is mandatory for any ‘strategic acquisition’ of an equity interest exceeding certain thresholds[1]. This article aims to provide our readers with a broader understanding of the amendment of Italy’s Law No 4 of 15 January 2026, which amends its foreign investment screening mechanism.
IN DEPTH
The review procedure under Italy’s Golden Power law involves a formal notification, a standard evaluation period of 45 working days, and potential coordination with European Union bodies. However, tensions and legal fractions have risen due to the new Italian law, which is in contrast with the new EU FDI Screening Regulation. Italy implemented reforms to align its rules, but the broad scope of national veto powers continues to create regulatory overlap with EU frameworks. Specifically, according to the EU, the legislation as applied by the Italian government, compromises the principles of freedom of establishment and the free movement of capital within the Single Market.
What are the procedural steps that the Italy’s Golden Power law requires?
Pre-Notification and Filing Voluntary Pre-Notification: Parties can submit an optional pre-filing to check if a transaction falls within the strategic sectors (defense, energy, telecommunications, high-tech, banking). This takes up to 30 calendar days.
Mandatory Notification: If required, the buyer, seller, or target company must submit a detailed filing disclosing ownership chains, ultimate beneficial owners, and transaction documents to the Presidency of the Council of Ministers.
Financial Sector Rules: For banking and financial transactions, the national review timeline pauses if the European Central Bank or European Commission must also review the deal. Evaluation and Decision Review Window: The formal evaluation takes up to 45 working days from receiving a complete file. The clock can stop if authorities request extra details.
Government Powers: The cabinet can clear the transaction, clear it with binding conditions and remedies, or block (veto) the deal entirely to protect national security interests.
The Italian Golden Power law distinguishes between non-EU and EU investors, applying broader and stricter foreign direct investment screening to non-EU entities, though certain critical sectors and internal corporate resolutions also trigger notification duties for EU and domestic buyers.
Non-EU Investors:
- Strict Triggers: Triggers on any acquisition of at least 10% of shares or voting rights in a strategic company.
- Capital Threshold: Applies when the total corporate investment value equals or exceeds €1 million.
- Control Changes: Triggers on any subsequent acquisition that changes corporate governance or control structure.
EU Investors (Including Italian Buyers)
- High Thresholds: Triggers only when acquiring a controlling stake that alters corporate governance.
- Exempt Sectors: Excludes certain standard acquisitions in the communications, energy, transport, health, and agri-food sectors unless control changes.
- Defense and Security: Subject to identical 10% acquisition triggers as non-EU investors for the military and national security sectors.
CONCLUSION
To address the concerns raised by the EU, the Italian government has approved amendments to the Italian Golden Power law that pursue an alignment with the EU law. The conclusions and key takeaways of Italy’s Golden Power framework center on expanded government screening, refined share-pledge rules, and coordinated EU reviews. The regime gives the state extensive veto and condition-setting authority over foreign direct investments (FDI) and corporate reorganizations in strategic sectors
[1] https://www.lexology.com/library/detail.aspx?g=cb0d05ca-2010-423a-aa57-69c0ceaac3bb
AI Image article