Golden Power: what it is and why Giorgetti mentioned it in relation to Unicredit

It is only since 1 January 2023 that the regulation on strategic assets, the so-called 'golden power', allows the government to intervene also in the case of transactions between Italian companies, in certain sectors including banking. The relevant regulation is contained in the 'Energy Decree' of 2022 and provides for its application also to transactions between Italian companies, limited to the energy, transport, health, agribusiness and financial sectors, including credit and insurance. The hypothesis referred to by the Minister of the Economy, Giancarlo Giorgetti, when speaking of the voluntary public exchange offer on all the shares of Banco Bpm launched by Unicredit, fits into this regulatory space.

This is one of several changes introduced in the space of a few years to the discipline that was originally introduced to replace the so-called 'golden share', which had been challenged by the EU.

In order to safeguard ownership structures and intervene in the activities of companies operating in sectors deemed strategic for the national interest, mainly in the face of foreign direct investment, Decree-Law 21 of 2012 had intervened. Subsequent implementing measures specified the conditions and procedures for the government to exercise its special powers, which consist mainly in the power to: (1) veto the adoption of certain resolutions, acts and operations of enterprises that manage strategic activities in specific sectors; (2) dictate commitments and conditions in the case of the acquisition of shareholdings in such enterprises, or (3) oppose the acquisition of the same shareholdings.

The special powers concern the defence and national security sectors, as well as certain areas of activity defined as strategically important in the energy, transport and communications sectors and in additional sectors added on the basis of indications from the EU Commission (as in the case of credit and finance). Specific powers were also introduced with reference to operations affecting electronic broadband telecommunications networks with 'fifth generation' (5G) technology.