Italy Golden Power (FDI Screening) 2026: Filing Triggers, Timelines & M&A Deal Tips

Golden power italy is the special regime that allows the Italian State to review, condition or block investments in companies and assets considered strategic for national security and public order. In practice, it means a significant share of cross-border M&A involving Italian targets now requires a mandatory notification before closing, with the Government holding veto, conditioning and remedy powers. The regime is grounded in Law Decree No. 21 of 15 March 2012 (converted, with amendments, into Law No. 56 of 11 May 2012) and its implementing decrees, and sits alongside the EU FDI screening framework established by Regulation (EU) 2019/452. For deal teams in 2026, the practical consequences are longer timetables, additional closing conditions and heightened enforcement risk.

This guide sets out who must notify, what triggers a filing, how long reviews take, and how to structure your SPA to preserve deal value and closing certainty.

Executive summary, Golden Power in one page

Golden power italy is a foreign investment control mechanism that empowers the Italian Government to scrutinise acquisitions touching strategic sectors, defence, energy, telecoms, cyber, critical infrastructure, data and more. Where a transaction falls within scope, the parties must notify before completing, and closing is generally suspended until the review concludes or the statutory clock expires.

• Who must notify. Typically the acquirer, where the deal confers control, significant influence or acquisition of strategic assets in a company operating in a protected sector.
• Typical timelines. An initial review phase followed, where necessary, by an in-depth phase; closing is generally suspended pending the outcome, with the clock capable of being paused for information requests.
• Possible outcomes. Unconditional clearance, conditional approval with undertakings or remedies, or, in the most sensitive cases, a government veto blocking the transaction.

Because the screening can attach to the strategic nature of the assets rather than to the nationality of the buyer alone, even EU acquirers can be caught where strategic assets are involved. The remainder of this article unpacks each element in detail.

Legal basis and scope, what law governs golden power italy?

Golden power italy is grounded in Law Decree No. 21/2012 (converted into Law No. 56/2012) and a series of implementing decrees adopted since 2012, progressively widened to capture additional sectors and to lower the threshold for State intervention, including the significant extensions introduced in response to the COVID-19 emergency and subsequently consolidated. The core framework establishes special powers exercisable by the Government over companies holding strategic assets and over transactions that could transfer control or influence over them.

The consolidated statutory texts and the implementing decrees are published through the Italian Official Gazette and the Normattiva portal, and deal teams should always verify the precise decree numbers and effective dates applicable to their transaction, as the scope has been repeatedly expanded.

The protective objective is national security and public order. In practice that translates into two broad categories: first, defence and national security assets in the narrow sense; and second, strategic assets across a widening list of sectors, energy, transport, communications, finance, critical technologies, data and infrastructure. The precise perimeter of each category is defined in the implementing decrees, and the competent authorities have published guidance and sectoral criteria clarifying which assets and activities fall within scope.

Crucially, golden power italy operates in parallel with, not in substitution for, the EU FDI screening framework. Regulation (EU) 2019/452 establishes a cooperation mechanism under which Member States and the European Commission exchange information on foreign investments likely to affect security or public order. It does not create a single EU-wide screening decision; instead, the binding decision remains national. For a cross-border acquirer, this means the Italian notification is the operative filing, while the EU mechanism may generate observations or comments from other Member States or the Commission that feed into the Italian assessment. Understanding that interplay is essential to forecasting both the timeline and the substantive risk of a deal.

Who must notify? Acquirers, transactions and control tests

The obligation to file a golden power notification italy generally falls on the acquirer, although in certain scenarios the target company itself carries reporting duties, particularly where the trigger is the adoption of a corporate resolution affecting strategic assets rather than a change of ownership. For most inbound M&A, the foreign buyer is responsible for ensuring the filing is made before the transaction completes.

The key question is whether the transaction crosses one of the control or influence tests. These typically include:

• Acquisition of control. The acquisition of a controlling stake, through share purchase, merger or other means, in a company holding strategic assets is the paradigm trigger for foreign investment control italy.
• Significant voting rights or influence. Below outright control, the acquisition of a shareholding or voting rights conferring material influence over a strategic company can trigger a filing, particularly in the most sensitive sectors where thresholds are set lower.
• Acquisition of strategic assets. Transactions transferring specific strategic assets, infrastructure, networks, technologies or data holdings, may be caught even where no change of corporate control occurs.
• Indirect and chain acquisitions. Where the Italian target is held through an intermediate holding structure, a transaction several steps up the ownership chain can still capture the Italian strategic company. Deal teams must map the full ownership chain, not just the direct target.

The thresholds differ by sector and by the nature of the acquirer. Historically, more stringent and lower thresholds apply where the acquirer is established outside the European Union, while intra-EU acquisitions of certain strategic assets have been brought within scope through successive extensions of the regime. Because these thresholds and the sector perimeter have shifted repeatedly, the safe approach is to assume a filing may be required and to confirm the position with local counsel early, rather than to rely on a historic threshold that may since have been lowered.

Pre-LOI checklist: what to collect before you commit

To assess exposure before signing a letter of intent, deal teams should assemble the following at the outset of diligence:

• A full ownership chart of the target, up to ultimate beneficial owners on both sides.
• A description of the target’s activities mapped against the strategic sector lists.
• An inventory of any strategic assets, networks, infrastructure, critical technologies, databases or defence-related contracts.
• The nationality and ultimate control of the acquirer, including whether any non-EU investor sits in the chain.
• Any prior golden power filings made by the target or its group, which can indicate the authorities’ view of the asset’s sensitivity.

Strategic sectors italy m&a, sectoral map and examples

The reach of golden power italy is defined by sector. The table below maps the principal protected sectors to the common triggers and to the kinds of transactions most likely to draw scrutiny. The examples are illustrative and anonymised; the authoritative sector lists are published by the Italian authorities and should be consulted for each deal.

Transactions combining a non-EU acquirer with a target holding infrastructure or critical technology sit at the highest end of the risk spectrum. Where a target spans multiple sectors, for example a technology company that also holds sensitive data and supplies public bodies, the cumulative sensitivity tends to heighten both the likelihood of in-depth review and the probability of conditions being imposed. In practice, deal teams underestimate how broadly the data, cloud and critical-technology categories are now interpreted, and that is where unexpected filings most often arise.

Filing triggers, timing and procedural steps

The golden power filing sits at a defined point in the deal lifecycle, and getting the sequencing right is essential to preserving closing certainty. The process typically unfolds as follows.

From diligence to closing, the procedural path

1. Pre-LOI diligence. Map the target’s sector exposure, strategic assets and ownership chain, and reach a preliminary view on whether a notification will be required. Build the filing assumption into the deal structure and timetable from day one.
2. Letter of intent / signing. Insert a condition precedent requiring golden power clearance (or the lapse of the review period) before closing. Agree on who leads the filing, information-sharing undertakings and a longstop date that accommodates a potential in-depth review.
3. Notification. After signing, the responsible party submits the golden power notification italy to the competent authorities, containing the transaction documents, ownership and control information, a description of the target’s activities and assets, and the strategic rationale. The completeness of the submission directly affects the timeline, an incomplete filing invites information requests that pause the clock.
4. Review. The authorities assess whether to clear, condition or object to the transaction. Provisional measures can be imposed during review where necessary to protect strategic interests.
5. Decision and closing. Once clearance is obtained or the statutory period expires without objection, the condition precedent is satisfied and the parties may complete.

Most notifications under golden power italy are mandatory: where the transaction falls within scope, the parties cannot lawfully complete before the review concludes. In cases of genuine doubt, there is scope for engaging the authorities to confirm whether a filing is required, and prudent deal teams treat an early dialogue as a risk-management tool rather than a delay. Completing a deal that should have been notified, gun-jumping, carries serious consequences, examined below.

Notification content, a working checklist

• Executed or draft transaction documents (SPA, merger plan or equivalent).
• Complete ownership and control chart for acquirer and target.
• Identity and ultimate beneficial ownership of the acquirer, with nationality and any non-EU links.
• Detailed description of the target’s activities and strategic assets.
• Rationale for the transaction and any planned post-closing changes to the target’s strategic assets or governance.
• Any undertakings the acquirer is prepared to offer to address security concerns.

Review timelines, suspension and decision outcomes

The golden power review runs on a statutory clock. In broad terms, there is an initial review phase during which the authorities decide whether the transaction can be cleared without further scrutiny, and, where concerns arise, an in-depth phase during which conditions are formulated or an objection is prepared. The precise durations are set in the governing legislation and its implementing framework and should be confirmed against the current consolidated text and practice notes, as they have been adjusted over time; deal teams should always model their timetable on the live statutory periods rather than on historic figures.

Two features dominate the timetable from a deal perspective. First, closing is generally suspended until the review concludes or the period expires without objection, the transaction cannot be completed in the interim. Second, the clock can be paused: where the authorities issue a request for additional information, the review period is typically suspended until the parties respond, which can materially extend the real-world elapsed time. A notification that is complete, accurate and well-documented at the outset is therefore the single most effective lever a deal team has over the timeline.

The possible outcomes fall into four categories:

• Unconditional clearance. The transaction is cleared without conditions, either by express decision or by the lapse of the review period.
• Conditional approval. Clearance is granted subject to conditions or undertakings, for example, governance commitments, security protocols, ring-fencing of strategic assets or restrictions on data transfers.
• Remedies. More structural obligations may be imposed, such as retention of certain assets or activities in Italy, or arrangements protecting continuity of strategic supply.
• Prohibition / veto. In the most sensitive cases, the Government can exercise its italy government veto m&a power and block the transaction outright.

Recommended calendar for deal teams

Build the timetable backwards from a realistic longstop date that allows for a full in-depth review plus at least one information-request cycle. Prepare the draft notification in parallel with SPA negotiation so it can be filed promptly after signing. Hold pre-closing funding and integration steps until clearance is secured, and keep a clear internal record that no completion or integration measure is taken before the review concludes.

Practical deal tips, SPA mechanics, standstill and pricing protections

Because golden power italy can delay, condition or defeat a transaction, the SPA must allocate that risk expressly. The drafting playbook below reflects current market practice on FDI-sensitive Italian deals. The sample language that follows is illustrative only and is not legal advice.

• Condition precedent to closing. Make golden power clearance (or expiry of the review period without objection, or acceptance of agreed conditions) a condition to completion. Define precisely what constitutes satisfaction, including how conditional clearances with undertakings are treated.
• Efforts and cooperation covenant. Require both parties to cooperate in preparing and submitting the filing, to share information promptly, and to respond to authority requests within defined periods. Specify who controls the strategy and who bears the cost.
• Acceptable conditions / “hell or high water” calibration. Agree in advance which conditions the acquirer must accept and which it may reject. A buyer will resist an unqualified obligation to accept any remedy; a seller will push for commitments that maximise closing certainty. The negotiated middle ground usually sets a materiality cap on acceptable undertakings.
• Longstop date. Set a longstop that genuinely accommodates an in-depth review plus information-request suspensions, with a mechanism to extend by agreement if a decision is imminent.
• Reverse break fee. Where the seller carries significant timing or deal-certainty risk, a reverse break fee payable if clearance is not obtained can balance the allocation.
• Interim covenants. Restrict changes to the target’s strategic assets, governance and key contracts between signing and closing, to avoid creating new concerns that could prolong the review.
• Material adverse change. Calibrate the MAC definition to address the risk of an adverse golden power outcome, while being realistic about the limited scope of MAC conditions in practice.
• Price and escrow. Consider holdbacks or escrow to cover the cost of complying with imposed conditions, and address how the price adjusts if remedies materially alter the perimeter of the business acquired.

Sample language, not legal advice: “Completion shall be conditional upon the Golden Power Clearance having been obtained, or the applicable review period having expired without the exercise of special powers, in each case on terms not imposing conditions exceeding the Acceptable Conditions Threshold set out in Schedule [●].”

Thoughtful SPA drafting for FDI-sensitive deals is where deal value is most often preserved or lost: the clauses governing who files, which conditions must be accepted and what happens if the Government objects determine whether the parties share the risk fairly or leave one side exposed.

Risks, gun-jumping italy fdi, penalties and enforcement trends

Completing a transaction without the required golden power filing, or in breach of conditions imposed, exposes the parties to significant sanctions. Gun-jumping italy fdi, closing before clearance where a mandatory notification was required, is treated as a serious violation of the regime.

The principal consequences include:

• Nullity of the transaction. Acts carried out in breach of the notification obligation or in disregard of the Government’s powers can be rendered ineffective, undermining the entire deal.
• Administrative fines. Golden power penalties can be substantial, calibrated to the value of the transaction and the gravity of the breach. The precise statutory parameters are set out in the governing legislation and should be verified against the current consolidated text.
• Loss of voting rights. Shares acquired in breach may carry no voting rights until the position is regularised, neutralising the commercial purpose of the acquisition.
• Restoration obligations. The authorities may require steps to unwind or reverse the effects of a non-compliant transaction.

Enforcement activity in recent years has reflected a broader trend of heightened governmental scrutiny across European FDI regimes, consistent with the policy direction tracked by the OECD and the cooperation mechanism under the EU framework. The practical effect has been more filings, more in-depth reviews and a greater willingness to impose conditions. Available indications suggest that data, technology and infrastructure deals attract particular attention, and industry observers expect that pattern to persist. The risk-mitigation message for deal teams is straightforward: identify the filing requirement early, notify properly, and never allow commercial pressure to drive a premature closing.

Coordinating golden power italy with merger control and EU FDI

Many deals involving Italian targets trigger more than one regulatory clearance. A single transaction may require a merger control filing on competition grounds, a golden power notification on security grounds, and may fall within the information-sharing scope of the EU FDI screening framework, and, in some cases, within the EU foreign subsidies regime. These regimes operate on different clocks, apply different tests and reach different decisions, so sequencing matters.

Key coordination points:

• Run filings in parallel, not in sequence, where possible. Merger control and golden power address distinct concerns and can generally proceed simultaneously; running them in series needlessly extends the timetable.
• Align the SPA conditions. Ensure closing is conditional on all required clearances, with a longstop that accommodates the slowest process.
• Anticipate EU-level cooperation. Under Regulation (EU) 2019/452, other Member States and the Commission may comment on an Italian notification. Those observations are not binding but can lengthen the national review and shape its substance.
• Factor in foreign subsidy rules. Where the acquirer has received foreign financial contributions, the EU Foreign Subsidies Regulation (Regulation (EU) 2022/2560) may apply in addition to golden power, each with its own filing and timetable.

A practical rule of thumb: identify every applicable regime at signing, map each one’s clock onto a master timetable, and set the longstop by reference to the critical path. Coordinating italy fdi screening with competition and subsidy controls at the outset avoids the common failure mode of discovering a second mandatory filing only after signing.

Comparison table, golden power italy vs EU FDI screening

Conclusion, a quick action plan for acquirers using golden power italy

Golden power italy should be treated not as an afterthought but as a gating item built into the deal from the first diligence call. A foreign buyer considering an Italian target can protect value and closing certainty by following a disciplined, five-point plan.

1. Screen early. Map the target’s sectors, strategic assets and full ownership chain before the LOI, and form a clear view on whether a filing is required.
2. Build the filing into the SPA. Make clearance a condition precedent, allocate filing responsibility, and calibrate acceptable conditions and the longstop date.
3. Prepare a complete notification. File a thorough, well-documented submission to minimise information requests that pause the statutory clock.
4. Never gun-jump. Do not close or integrate before clearance; the consequences of a premature closing can include nullity, fines and loss of voting rights.
5. Coordinate every regime. Map golden power against merger control, EU FDI cooperation and foreign subsidy rules on a single master timetable.

Executed well, this plan turns golden power italy from a source of deal risk into a managed, predictable workstream, and local counsel should be engaged early, as the perimeter and timelines continue to evolve and should be confirmed against current 2026 practice.

Sources

1. EUR-Lex, Regulation (EU) 2019/452 (EU FDI Screening Framework)
2. EUR-Lex, Regulation (EU) 2022/2560 (Foreign Subsidies Regulation)
3. Gazzetta Ufficiale (Italian Official Gazette)
4. Normattiva, Italian legislation portal
5. Presidency of the Council of Ministers (Palazzo Chigi)
6. OECD, Investment Policy and FDI surveillance