General Overview of the Italian Golden Power Law
General Overview
The Italian Golden Power regime constitutes the legal framework governing the screening of foreign direct investments (FDI) in Italy. It grants the Italian government a set of special powers (so-called “poteri speciali”) to intervene in a broad set of transactions including the acquisition of ownership interests, the acquisition of control or availability, the acquisition of voting rights, the granting of security interests, as well as completion of certain extraordinary transactions (including intragroup mergers and/or reorganizations) involving strategic assets or undertakings that hold strategic assets or carry out activities of strategic relevance for the national interest.
The Golden Power regime was introduced by Law Decree No. 21 of 15 March 2012, which replaced the previous Golden Share regime declared incompatible with EU internal market rules. Since then, the framework has been substantially amended and expanded through several subsequent legislative measures and implementing regulations, which provide procedural and substantive guidance on the exercise of special powers.
Initially, the application of the Golden Power regime was limited to defense and national security, as well as energy, transportation and communications networks. However, over time — particularly following the adoption of Decree-Law No. 105/2019 and the implementation of EU Regulation 2019/452 — the scope of the Golden Power regime has significantly broadened.
Expansion of the Golden Power Regime Framework
Over the past five years, the scope and intensity of investment screening under the Golden Power regime have expanded considerably. This has been driven by a combination of geopolitical risks, economic vulnerabilities, and growing concerns regarding the resilience of strategic sectors. Key developments include:
- 2020 – COVID-19 Response: In the context of the pandemic, the Italian government introduced emergency measures via Decree-Law No. 23/2020, significantly expanding the scope of the Golden Power regime to include critical infrastructure in sectors such as healthcare, finance, energy, agrifood supply, and data processing. During this period, even transactions by EU investors became subject to notification, marking a temporary departure from the traditional third-country focus of the Golden Power regime.
- 2022–2023 – Geopolitical and Energy Security Measures: In response to the war in Ukraine and the ensuing energy crisis, the Italian government adopted further measures to reinforce the protection of national strategic autonomy. Legislative interventions extended the regime to cover cloud technologies, artificial intelligence, cybersecurity, and supply chains for critical raw materials.
- Widening of the Notion of Strategic Assets: The concept of strategic assets has been interpreted broadly to include both tangible and intangible assets, including technological know-how, industrial data, network infrastructure, and software platforms, especially when related to critical sectors. This expansive interpretation has led to a marked increase in the number of transactions subject to notification and review.
- Enhanced Procedural Safeguards and Governance: The Presidency of the Council of Ministers, through its Golden Power Coordination Office, has assumed a central role in the review process. The government has adopted measures to streamline procedures, including the introduction of a digital notification platform, standardized forms, and procedural deadlines to ensure efficiency while preserving rigorous substantive assessment.
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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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