Brussels – The Golden power, the rule that gives the Italian state special powers to safeguard its interests in the case of mergers or company takeovers in strategic sectors, such as defence or energy, cannot apply to banks.
The European Commission in a note announces that it has decided today (21 November) to initiate an infringement procedure by sending a letter of formal notice to Italy (INFR(2025)2152) for “failing to comply with the Single Supervisory Mechanism Regulation (Council Regulation (EU) No 1024/2013), with the Capital Requirements Directive (Directive 2013/36/EU), as well as Articles 49 and 63 of the Treaty on the Functioning of the European Union.”
The European executive is concerned by this legislation (Decree-Law 21/2012, amended and extended in 2021 and 2022), which grants the Italian government broad prerogatives to review, block, or impose conditions on corporate transactions in the banking sector, as demonstrated in the recent Unicredit/Banco BPM case. “While intended to safeguard national security and public order, this legislation, as applied by the Italian authorities, risks allowing for unjustified interventions on economic grounds which compromises the principles of freedom of establishment and the free movement of capital within the Single Market,” the Commission said.
For the Commission, moreover, the Italian legislation “overlaps with the exclusive competences of the European Central Bank under the Single Supervisory Mechanism.” A letter of formal notice has therefore been sent to Italy, which now has two months to reply and remedy the shortcomings pointed out by the Commission. In the absence of a satisfactory response, the Commission may decide to issue a reasoned opinion, the second step of the infringement procedure.
The Italian government had used this power last summer to prevent Unicredit from taking control of Banco BPM, a move widely criticized for distorting market dynamics in favor of political interests. However, a Commission spokeswoman, Arianna Podestà, denied any connection. “This decision has no connection with specific cases,” she said. The fact remains that the legislation dates back to 2012, with amendments over time, the last in 2022. The Commission only realised its supposed illegitimacy after its use and therefore only moved in 2025, just after the blocking of the UniCredit/BPM operation. A transaction the government blocked, but which clearly went in the direction the EU desired: creating “European champions” capable of competing with the world’s big banks.
English version by the Translation Service of Withub
