Country Note Italy 2025

By Dr. Andrea Sacco Ginevri, CELIS Country Reporter for Italy, Avv. Andrea Gemmi, and Avv. Linda Lorenzon, CELIS Assistant Country Reporters for Italy.

Italian Regulation 452/2019, so-called “golden power”, has quite a long tradition, grounding its basis in the previous regime issued in the ’90s (so-called “golden share”), then completely replaced by Law-Decree no. 21/2012, together with the relevant implementing decrees. The golden power regime imposes a duty of notification to the parties involved in the transaction covering strategic sectors, and provides for sanctions (going from nullity of the act to monetary fines) in case of failure to comply with this duty. There is no call-in power. The number of filings has materially increased during the last years (passing from 83 in 2019 to 577 in 2023 plus 150 pre-filings), due to the broadening of the scope of application of the regime (starting from EU Regulation 452/2019 and the temporary regime enacted during Covid-19) and interpretation uncertainties. The exercise of the special powers remains limited (33 mitigation measures and 3 vetoes in 2023). Among the most recent developments, it is worth mentioning the introduction of the pre-filing mechanisms, the joint-filing notification, the express application of the Italian FDI rules to greenfield investments and public tender procedures, and the enhancement of cooperation tools among national and supranational authorities.