If you are buying an Italian company — or a group that owns Italian assets — the first question is not price. It is whether the deal must be notified to the Italian government before it closes.
Golden power is Italy's foreign investment screening framework: the government can veto a transaction, impose binding conditions, or exercise special powers over strategic assets. Buyers in New York, London, Dublin, Toronto and Sydney budget for tax, employment and antitrust; this is the regime they have often never heard of.
What it covers, and who it catches
The framework sits in a 2012 decree-law, amended repeatedly since. Implementing decrees identify, asset by asset, what counts as strategic, and the sectors run well beyond defence: energy, transport, telecommunications and 5G, finance, health, agri-food, water, critical technologies including artificial intelligence, robotics and semiconductors, cybersecurity, data infrastructure and critical raw materials.
The test is not what the target calls itself, but whether its assets, technology, data or infrastructure fall inside those categories. A maker of industrial sensors may be inside; a data centre operator, or a long-term supplier to a utility or a defence prime, very likely is. Where that boundary runs in technology, data and agri-food is genuinely contested, and the decrees have been read broadly: an opinion that a target sits outside scope stays provisional until it rests on the asset register. That belongs in due diligence, not on the signing checklist.
It is also not only an inbound-investment rule: in the defence and security strand, and for certain resolutions and transfers of strategic assets, the obligation applies whatever the buyer's nationality.
Foreign buyer, foreign parent, and the Irish exception
Since Brexit a buyer in London or Belfast is outside the European Union, in the same column as one in Boston, Vancouver or Melbourne; a buyer in Dublin is inside it. Irish solicitors advising an Irish acquirer therefore work with narrower trigger rules than their counterparts in the United Kingdom, who now stand with the Americans, Canadians and Australians.
Nationality is read through the chain, not off the letterhead: an English company owned by an Irish parent, or an Irish company controlled from Ontario, is assessed on where control genuinely sits. Map that chain to the ultimate beneficial owner before anyone asks, and flag any public-sector element in the buyer — a sovereign fund, a public pension or superannuation vehicle — since state control or funding of an investor is an express screening factor in Europe.
The deals that trigger it
More qualifies than people expect:
- acquisition of control of an Italian company in a covered sector
- acquisitions of significant shareholdings by a non-EU investor, above thresholds set in the legislation
- purchases of assets rather than shares, where the assets are themselves strategic — so the choice between an asset purchase and a share purchase reshapes the analysis rather than avoids it
- intra-group reorganisations that shift ultimate control
- certain resolutions and transfers of strategic assets, with no change of control
The one that does real damage is indirect acquisition: a US buyer taking a UK group, or an Australian buyer taking a German one, can trigger an Italian filing because an Italian company with strategic assets sits on the subsidiary schedule. Nobody on the deal is looking at Italy; the obligation applies anyway.
Settle early who files. For shareholding acquisitions the duty generally falls on the acquirer, for certain resolutions and transfers on the Italian company itself — and buyer and target board do not have identical interests once conditions are proposed. The directors who sign are exposed in their own right: see board member liability.
Timing and thresholds: verify, never assume
The first figure is the shareholding threshold. Percentages differ by sector and by whether the acquirer is inside or outside the EU, and have been amended more than once. Check the text in force on the day you sign rather than a number recalled from an earlier deal.
The second is the review period, which runs from the Presidency of the Council of Ministers receiving a complete notification. It is measured in weeks rather than months, but can be suspended while the government seeks further information. A thin filing buys no speed, only a request for information and a stopped clock. Confirm the term in force before fixing a long-stop date: scope assessed in due diligence, notification prepared with the transaction documents, completion conditional on clearance.
What the notification must contain
The file itself is what the timetable usually forgets:
- the corporate chain above the buyer to the ultimate beneficial owner, with any state participation or funding disclosed
- an asset-level account of the target's activities, technology, intellectual property, research, data and infrastructure
- its contracts with public administrations, utilities, and defence or critical-infrastructure customers
- post-closing governance — board, reserved matters, shareholders' agreements, and who will in fact direct the strategic asset
Filings are made in Italian, and powers of attorney executed abroad generally need legalisation or an apostille and a sworn translation — slow, and usually started too late.
The regime you know at home
If you have been through CFIUS in the United States, the National Security and Investment Act in the United Kingdom, a review under the Investment Canada Act or a FIRB approval in Australia, the shape is familiar: mandatory pre-closing filing, government review, conditions or prohibition. Ireland now screens under a 2023 Act of its own, so Irish counsel will recognise it too.
Two differences catch foreign teams out. Scope is set by decrees describing assets, so the analysis runs bottom-up from what the target owns rather than from a sector label. And the filing does not stay in Italy: member state screening feeds an EU cooperation mechanism under which other member states and the Commission may comment, so answers given elsewhere on the same deal have to match.
Conditions, vetoes, and failing to notify
Proceedings end one of three ways: no exercise of powers, conditions, or a veto. Conditions are the outcome worth planning for: they survive closing and are monitored — continuity of supply, where research or data remain, reporting future changes. They change what was bought: say in the agreement who carries that risk.
Closing without a required notification is worse than a delay. The sanction differs between strands of the regime, but can reach nullity of the act, suspension of voting rights, and fines calculated from the transaction value or the parties' turnover: a buyer can end up owning something it cannot lawfully control. Where a filing was missed, a late voluntary notification is usually better than waiting to be found, though treatment depends on the facts.
A golden power measure is itself an administrative act, challenged before the administrative court within a short deadline — sixty days as a general rule. Our note on challenging a decision of the Italian public administration sets out how that works.
Every transaction turns on its own facts: the target's real assets, the chain above the buyer, the text in force on the day. If an Italian target or subsidiary is anywhere in the deal, raise it while the structure can still change. The first consultation carries no charge, and your own solicitor, attorney or in-house counsel is welcome on the call.