Introduction

The Italian foreign direct investment ("FDI") regime is also known as the "Golden Power Law" or the "Golden Power regime" in Italy, as it gives the Italian government "golden," or special, powers to approve or veto FDIs. Since 2012, the Italian government has reviewed all transactions involving Italian companies engaged in strategic activities or holding assets of strategic relevance in certain sectors deemed critical for Italy. In the past five years, FDI control has expanded to further protect Italian strategic assets against potentially predatory transactions.

Summary of major changes in 2025

• After 2024, a year marked by a further expansion of scrutiny over pledge transactions, including indirect pledges over the shares of foreign companies controlling Italian strategic assets and heightened attention to the financial stability of strategic companies granting pledges, the end of 2025 brought a radical shift. On December 5, 2025, a landmark judgement issued by the Italian State Council (the "Consiglio di Stato," the highest Italian administrative court) reshuffled the deck once again by holding that the mere granting of a pledge over the shares of a strategic Italian company does not require an FDI filing when the pledge agreement, as is standard in finance transactions, provides that voting, administrative, and economic rights of the pledged shares remain with the pledgor until default occurs, provided that enforcement upon default will require a filing and thus will be subject to compliance with the Italian Golden Power Law.
• 2025 also saw (A) increased attention on the banking sector due to (i) UniCredit's attempted acquisition of Banco Popolare di Milano, which UniCredit ultimately abandoned due to the conditions imposed by the Italian FDI authority, with an appeal currently pending after the Italian administrative court of first instance only partially accepted the challenges raised by UniCredit against the conditions imposed, and (ii) the landmark successful tender offer of Monte dei Paschi di Siena over Mediobanca, as well as (B) continued focus on intragroup transactions, even when these are merely aimed at streamlining the chain of ownership.
• Finally, the European Commission formally challenged Italy's use of its Golden Power regime in the banking and financial sector, launching an infringement procedure and issuing warnings that Rome's broad powers to block or condition bank mergers may breach EU law. In response, on January 15, 2026, the Italian government finally approved revisions to the Golden Power Law, including deferring domestic review of transactions involving strategic assets in the banking and financial sector until after EU and ECB assessments, and adding "economic and financial security" among the key national interests protected by the Golden Power Law.

Who files?

A Golden Power filing must be made by any company adopting a resolution or taking any action in connection with a strategic company transaction, including asset sales; mergers and demergers; transfer of headquarters outside Italian territory; creation of securities or assignment by way of security of the strategic assets, subject to the Italian State Council ruling mentioned above; or changes to the corporate purpose that would result in a change of ownership, availability, or use of strategic assets, or by the purchaser, jointly with the target company, in connection with the direct or indirect acquisition of an equity or debt interest, or voting rights, in a target company holding strategic assets under the Golden Power Law.

In addition to applying to non-Italian and non-EU persons, the Golden Power Law and the relevant filing obligation may also apply to Italian and EU persons, depending on the relevant strategic business sector and the type of transaction subject to notification and review.

Types of deals reviewed

Under the Golden Power Law, FDI clearance is mandatory for any strategic company transaction carried out (A) in the defense and national security sectors by any investor (EU (including any Italian investors) or non-EU), (B) in the energy, transportation, communication, health, agri-food and financial, including credit and insurance, sectors, referred to as "key other sectors," by any EU, including any Italian, investor; and (C) in all other strategic sectors (including the "key other sectors") by any non-EU investor. Each case is subject to defined thresholds.

Clearance is also mandatory for a transaction resulting in the assignment by way of guarantee of strategic assets in any strategic sector, subject to the Italian State Council ruling mentioned above, as well as for the incorporation of a new entity operating in defense or national security. It is also mandatory in any other strategic sector if a non-EU investor holds at least 10 percent of the share capital of the new entity.

Clearance must be sought for the strategic acquisition of an equity interest exceeding certain thresholds, currently 3, 5, 10, 15, 20, 25 and 50 percent, by any investor other than the Italian state or any Italian public or publicly controlled entity for the defense and national security sectors, or a controlling interest by any EU, including Italian, investor for any "key other sector".

Strategic acquisitions involving a controlling interest, or at least 10 percent of the corporate capital or voting rights, and any subsequent acquisition exceeding 15, 20, 25 and 50 percent, as long as the investment value is equal to or exceeds €1 million, by any non-EU investor for any other sector (including any "key other sectors"), or agreements involving the acquisition of, or the provision of services in connection with, 5G technology, must also be cleared.

Scope of the review

The implementing decrees of the Golden Power Law set out the strategic businesses and assets falling within the industrial sectors subject to FDI review. However, the scope of "industrial sectors" remains broadly defined.

In the defense and national security sectors, all businesses operating in the sector, or businesses producing dual-use products with annual revenues of at least €300 million, are covered by the law.

In the energy sector, the law covers platforms for the supply of energy and gas; critical infrastructure and real estate connected to the nuclear and oil and gas sectors; and businesses operating in the energy sector with annual revenues of at least €300 million and employing at least 250 workers.

Transactions involving businesses providing essential infrastructure for the safekeeping of the state's well-being and vital functions in the critical infrastructure, transportation, telecommunications, and aerospace sectors are also caught under the Golden Power Law.

Critical technologies in the financial, insurance, and credit sectors, or businesses operating in the financial, insurance, and credit sectors with annual revenues of at least €300 million and employing at least 250 workers, are covered, as are registered media companies.

Within the critical technologies sector, essential technologies for the safekeeping of the state's well-being, vital functions, and economic progress are included, such as artificial intelligence ("AI"), module-to-module communication, cybersecurity, nanotechnologies, biotechnologies, aerospace, and robotics.

The health care and pharmaceuticals sector includes critical health care technologies; businesses operating in this sector with annual revenues of at least €300 million and employing at least 250 workers; or strategic resources for the supply of medicines, medical devices, and other medical equipment, and critical diagnostic technologies.

Other industries covered by the Golden Power Law include the supply of critical inputs (including critical raw materials); agri-food; essential goods and services for the safekeeping of the state's well-being and vital functions, including steel, semiconductors, and so on; strategic supply chain activities; access to sensitive data and essential information for the safekeeping of the state's well-being and vital functions; and all transactions involving 5G technologies.

Review process timeline

Filings must occur within 10 days after the execution of a binding agreement, or the adoption of a relevant corporate resolution.

The review period is 45 business days, but, as a matter of practice the authority usually decides within 45 calendar days), or 30 days for filings relating to 5G technologies, during which the transaction cannot be completed and any voting rights with respect to the transaction are frozen until clearance is given. It may be extended only once for a maximum of 10 or 20 additional days if the Italian government requests additional information from the filing person or from a third party. If the review period expires without any response from the Italian government, the notification is deemed tacitly cleared, silenzio assenso.

The review period may be extended twice for a maximum period of 20 additional business days per extension, exclusively with reference to filings relating to 5G technologies.

The review period is suspended for up to 35 days from receipt of the notification if an EU Member State or the European Commission decides to review the transaction until the observations or opinion of the relevant EU Member State or the European Commission have been delivered, unless further extended to receive additional information.

If the Italian government initiates a Golden Power review independently in the absence of a filing, the review period will start from the date the Italian government determines that a breach of the filing obligation has occurred.

In addition, a prenotification or presigning procedure is available, enabling any company to file a voluntary pre-notification based on the information available as of the date of the prefiling. Within 30 days of the prefiling, the government must complete an assessment with one of the following outcomes: out of scope, in which case no filing is due; in scope, in which case a filing is due; or in scope but evident that no special powers will be exercised, in which case no filing is due. If there is no response by the Italian government within the 30-day review period, no tacit clearance mechanism applies, and a full formal notification will have to be filed.

How foreign investors can protect themselves

The first step for foreign investors interested in entering into a transaction in relation to any Italian company operating, or arguably operating, in any strategic sector should be an evaluation of whether a filing under the Golden Power Law is required. This analysis should be undertaken as soon as possible and in any event before entering into the transaction, to limit unnecessary costs.

The Golden Power Law operates on a principle of substance over form. It follows that when structuring a transaction, the creation of corporate, fiduciary, or contractual investment structures will not limit the applicability of the Golden Power regime if the ultimate beneficial investor falls within its scope of application. Therefore, it is crucial for foreign investors, including potential passive investors, to consider the risk that, if a transaction falls within the scope of the Golden Power Law, the Italian government could veto, condition, or make material recommendations with respect to the transaction.

Similar considerations apply in the structuring of secured financing transactions involving the creation of a direct or indirect pledge or security over any Italian entity or asset that falls within the scope of application of the Italian Golden Power Law and regulations. Although the above-mentioned Italian State Council ruling, which diverges from the position previously taken by the Italian government, provides helpful guidance, it will be key to (i) ensure that pledge agreements accurately comply with the substantive criteria set out in the Italian State Council ruling, (ii) consider that following an event of default, Italian FDI clearance must be obtained before actually enforcing the pledge, and (iii) adopt a cautious approach when considering pledge transactions involving Italian assets in the defense and national security sector, as the Italian State Council Ruling may be deemed not applicable to that sector. Indeed, the Italian State Council ruling refers to the Golden Power Law provision covering all strategic sectors other than defense and national security sector.

Given the broad and imprecise applicability of the Golden Power Law and its implementing decrees, investors, when the timing of the transaction allows, should consider using the newly introduced prenotification procedure to help reduce uncertainty.

Moreover, the extension of the Golden Power Law to certain intragroup transactions and reorganizations requires investors to take a more cautious approach when assessing whether any such internal transactions could be of strategic relevance.

Before entering into any acquisition agreements, it is key that foreign investors consider the filing, and prefiling, if applicable, timeline. Filing obligation terms, long-stop dates, hell-or-high-water covenants, and regulatory clearance closing conditions in acquisition documentation must take into account the latest timelines and conditions relating to the Golden Power Law, as amended from time to time by the Italian legislature.

_{1 These statistical data are based on the official data set out in the latest Italian government Golden Power report to the Parliament published in 2025 and relating to the year 2024. The official data relating to the year 2025 will become available later in 2026 (generally around June), upon publication of the Italian government Golden Power report for the year 2025. Based on publicly available information, the non-official estimated number of notifications in 2025 amounts to a total of more than 800 notifications, with special powers applied only to a limited number of transactions, substantially in line with 2024.}

_{White & Case means the international legal practice comprising White & Case LLP, a New York State registered limited liability partnership, White & Case LLP, a limited liability partnership incorporated under English law and all other affiliated partnerships, companies and entities.}

_{This article is prepared for the general information of interested persons. It is not, and does not attempt to be, comprehensive in nature. Due to the general nature of its content, it should not be regarded as legal advice.}

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