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Italy COVID-19 Legislative measures - The new Golden Power measures provided by the Decree-Law 08/04/2020 n.23

The Decree-Law 08/04/2020 n.23 provides, among others, measures to strengthen the Government’s golden power and CONSOB’s market oversight.

Golden Power essentially consists in an investment screening mechanism established in 2012 whereby any transaction affecting the corporate governance and shareholding structure of a strategic company, whether it be public or private, listed or non-listed, shall be notified to the Government, which in turn may set additional requirements or block the transaction altogether.

The Government decided to take bold action to shield national strategic assets from foreign acquisition amid the COVID-19 pandemic, which among other things has fuelled stock market turmoil causing several listed companies to lose as much as 50% of their market value, thus potentially exposing them to hostile takeovers.

The latest Decree-Law introduced significant changes to the rules currently in force. In particular:

1. The scope of Golden Power was extended to a wide array of new sectors. In addition to defence, national security, energy, transport, communications, and high-tech industries, which were already covered by Golden Power, the Government will henceforth be able to intervene in the sectors of aerospace, healthcare, water, food, raw materials, cybersecurity, media, data processing or storage, electoral infrastructure, sensitive facilities, artificial intelligence, robotics, semiconductors, quantum and nuclear technologies, nanotechnologies, biotechnologies, finance, credit, and insurance.
2. The scope of Golden Power was also extended until 31 December 2020 to EU entities acquiring equity in a national strategic company operating in the abovementioned sectors and resulting in its control or a dominant influence over it. This is a major change, since thus far only non-EU entities based outside the EU and non-EU entities based in the EU but effectively controlled by non-EU entities were subject to Golden Power.
3. The Government is now empowered to resort to Golden Power on its own initiative even before the transaction is notified by the concerned company in compliance with existing legislation.

The Decree-Law is now under the scrutiny of the Parliament for ratification.

Telos A&S drafted an in-depth overview of the key changes to the legislation on the Government’s special intervention power aimed at protecting strategically-relevant assets from foreign acquisition together with a courtesy translation, in English, of the relevant articles of the Decree-Law.

If you are interested to know more please contact Telos A&S at telos@telosaes.it

You may download Telos’ in-depth overview and courtesy translation below