The European Commission has initiated infringement proceedings against Italy over the government’s use of the so-called “golden power” rule, a measure that played a key role in blocking UniCredit’s attempted takeover of Banco BPM. The move marks a new phase in a dispute that has drawn attention across Europe’s banking sector.
The Commission expressed concern that the Italian regulation, which allows the government to examine, block, or impose conditions on corporate transactions in the banking sector, could undermine the principles of free movement of capital and freedom of establishment within the EU single market. While the rule is intended to safeguard national security, the European Commission warned that it risks permitting unjustified interventions in private corporate decisions.
Officials noted that Italy’s golden power law, reformed in 2022 under former Prime Minister Mario Draghi’s government, overlaps with the European Central Bank’s exclusive competences under the Single Supervisory Mechanism. The Commission has given Italy two months to respond to the objections and take steps to address the issues raised.
Italy’s Economy Minister, Giancarlo Giorgetti, said the government intends to engage constructively. “The Commission raises objections to the so-called golden power rule. On the basis of the judgment, we will respond to the objections raised in the competent fora,” he said. Giorgetti added that Italy plans to propose regulatory changes that will clarify responsibilities and create a shared framework for competences between the state and EU authorities.
The row comes after UniCredit abandoned its bid for Banco BPM in July. The lender cited government restrictions and deadlines imposed through the golden power mechanism as preventing necessary dialogue with shareholders, making it impossible to proceed. The merger would have created Italy’s largest bank by capitalisation.
UniCredit has since challenged the government’s restrictions at the country’s top administrative court. Among the conditions imposed during the bidding process were requirements for UniCredit to exit its Russian operations by 2026 and maintain investments in Anima Holding. The bank argued these conditions limited its operational flexibility and complicated the planned acquisition.
The Commission’s action adds to the growing scrutiny of Italy’s approach to state intervention in strategic sectors. While golden power rules exist in several EU countries to protect national interests, regulators and market observers have questioned whether Italy’s application in this case went beyond safeguarding security and into obstructing corporate decisions.
Observers say the outcome of the proceedings could have broader implications for the EU banking sector, particularly for cross-border mergers and acquisitions. Companies and investors are watching closely, as a ruling could influence the balance between national security safeguards and the single market’s principles of free capital movement.
Italy now faces a two-month deadline to respond and propose solutions. How the government addresses the European Commission’s concerns could shape not only the future of golden power measures but also investor confidence in Italy’s banking system.
