What Is a Golden Power Filing?, Italy Private Equity Guide (2026 Updates)

Last updated: 20 June 2026

Understanding what is a golden power filing has become a non-negotiable step for any private equity fund targeting Italian assets. Italy’s golden power regime, the government’s authority to screen, impose conditions on, or outright block transactions that touch nationally strategic sectors, has expanded significantly since its original 2012 enactment, and 2026 has already delivered two developments that reshape deal planning: framework refinements effective January 2026 that broadened sector coverage and tightened notification obligations, and a landmark Council of State ruling on 16 April 2026 that narrowed filing requirements for certain share-pledge arrangements. Together, these changes mean that PE deal teams must revisit their FDI screening Italy playbooks before signing any letter of intent involving an Italian target.

This guide provides the practical thresholds, sector mapping, pre-notification workflow and checklist that transaction counsel and fund principals need to navigate the Italian golden power filing process with confidence.

Quick Answer, What Is a Golden Power Filing?

A golden power filing is a mandatory notification to the Italian government, channelled through the Presidency of the Council of Ministers, whenever a proposed investment or corporate transaction affects companies that hold assets or operate in sectors deemed strategic to national security or public interest. The government reviews the notification and may clear the deal unconditionally, impose binding conditions and undertakings, or prohibit the transaction entirely.

In practical terms, three things matter immediately for PE acquirers:

• Who files. The obligation falls on the notifying party, typically the acquirer, but in certain corporate restructurings or asset transfers the target company itself must notify. Both buyers and sellers should confirm responsibility early in the deal timetable.
• Why it matters. Failure to file, or closing before clearance, can result in substantial administrative fines, the nullity of the transaction, and forced unwinding of the acquisition, consequences that are fatal to deal economics.
• Immediate step. Screen every Italian target against the current sector list and threshold triggers at the pre-LOI stage. If any doubt exists, engage specialist Italian golden power filing counsel before commercial terms are agreed.

Legal Framework and 2026 Updates for Golden Power Italy

Statutory Basis and the Golden Power Regulation

The regime finds its statutory basis in Decree-Law No. 21 of 15 March 2012, converted into Law No. 56 of 11 May 2012, as subsequently amended. This primary legislation empowers the government to exercise “special powers”, poteri speciali, over transactions involving companies operating in defence and national security, as well as in sectors of strategic relevance including energy, transport, communications and, following successive expansions, 5G technology, artificial intelligence, cybersecurity, food security and financial infrastructure. A series of implementing regulations, notably the DPCM decrees, define the specific assets, activities and thresholds that trigger the notification obligation.

Italy’s golden power regulation also operates within the framework of the EU Foreign Direct Investment Screening Regulation (EU 2019/452), which established a cooperation mechanism between member states and the European Commission for reviewing FDI on security and public-order grounds. Italy’s implementation is considered one of the most expansive in the EU.

January 2026 Framework Refinements, What Changed

Effective January 2026, the Italian government introduced refinements to the golden power framework that have direct consequences for PE deal structuring. Early indications suggest the practical effect of these refinements centres on three areas: first, the list of strategic activities and assets subject to screening was updated to reflect evolving technology and supply-chain risks, bringing certain AI-driven industrial applications and critical-mineral processing activities more clearly within scope; second, notification procedures were tightened to require more granular disclosure of ultimate beneficial ownership chains, particularly for fund structures involving multiple limited partnerships; and third, the government’s review timeline was reinforced with clearer “stop-the-clock” provisions where additional information is requested.

Industry observers expect these changes to increase the volume of golden power filings in the technology and energy-transition sectors during 2026.

Council of State Golden Power Ruling, 16 April 2026

The most significant judicial development of 2026 arrived on 16 April, when the Council of State (Consiglio di Stato) issued a ruling that narrowed the circumstances in which the grant of a pledge or security interest over shares triggers an Italian golden power filing obligation. Prior government practice had treated virtually any share pledge in a strategic-sector company as a notifiable event, a position that created substantial compliance burden for leveraged financings and acquisition-finance structures. The Council of State’s ruling clarified that a pledge does not automatically constitute a notifiable transaction; the decisive factor is whether the security arrangement, taken as a whole, confers upon the pledgee effective decision-making power or de facto control over the management of strategic assets.

The likely practical effect for PE teams is that routine acquisition-finance share pledges, where the lender holds security but exercises no governance or voting rights absent an enforcement event, may fall outside the mandatory notification perimeter, provided the pledge documentation is carefully drafted to avoid conferring management influence. However, pledges that include step-in rights, board-appointment rights, or voting rights exercisable before default will remain firmly within scope.

When Is a Golden Power Filing Required?, Thresholds and Transaction Types

Determining whether a specific PE transaction triggers a golden power filing requires a two-step analysis: first, does the target company operate in or hold assets within a strategic sector; and second, does the proposed transaction cross one of the statutory thresholds or structural triggers? The golden power thresholds Italy imposes differ depending on the sector, the nationality of the acquirer and the nature of the transaction.

Percentage Thresholds and Control Concepts

The regime distinguishes between EU and non-EU acquirers and applies different trigger points accordingly. For transactions in the defence and national security sector, any acquisition that results in a change of ownership, control, or availability of the strategic assets may require notification regardless of the percentage acquired. For other strategic sectors, the notification obligation is triggered when an acquirer, particularly a non-EU investor, crosses certain shareholding thresholds. These thresholds have historically included the 10%, 15%, 20%, 25% and 50% levels of voting rights or capital, depending on the applicable implementing decree.

The January 2026 refinements reinforced the importance of looking through fund structures to identify the ultimate beneficial owner, meaning that a non-EU limited partner holding above the relevant threshold in a fund vehicle may itself trigger a filing, even if the GP is EU-based.

Beyond numerical thresholds, the regime captures qualitative triggers: acquiring de facto control, obtaining veto rights over strategic decisions, entering shareholders’ agreements that confer influence over asset management, or gaining access to classified information or critical technology.

Strategic Sectors and Mapping, Who Is ‘Strategic’?

The scope of golden power Italy extends across a broad and growing number of sectors. Since the regime’s original focus on defence, energy and transport, successive legislative interventions, particularly during the COVID-19 period and through subsequent technology-focused expansions, have substantially widened the perimeter. The January 2026 refinements continued this trend. For PE deal teams, the critical exercise is mapping the target’s actual business activities and assets against the current sector definitions in the implementing decrees, rather than relying on the target’s own classification or SIC code.

Industry observers expect the technology and critical-minerals sectors to generate the highest volume of golden power notifications during 2026, reflecting both the January 2026 sector-list updates and broader EU-level emphasis on strategic autonomy. PE funds with portfolio companies that process rare earths or develop AI models trained on sensitive datasets should treat these investments as high-probability filing candidates.

Pre-Notification, Timing and Process for Italian Golden Power Filing

Timing is one of the most consequential practical issues in any golden power filing. The notification must be submitted within a specified period, generally within ten business days of the execution of the binding agreement or, in certain circumstances, even before signing where the parties wish to obtain comfort on the government’s likely position. Getting the pre-notification golden power Italy process right can save weeks of deal delay and avoid the risk of closing a transaction that is subsequently unwound.

Pre-Signing vs Post-Signing Notifications

The regime contemplates two practical pathways. A mandatory notification is required within the statutory deadline following execution of a binding transaction document (SPA, merger agreement, or other definitive agreement). A pre-notification, an informal, voluntary engagement with the Presidency’s screening unit, is increasingly used by PE deal teams to test the government’s position before signing. Pre-notification is not formally regulated in the same way as the mandatory filing, but the government has developed an established practice of accepting and responding to pre-notification requests, particularly for complex or high-profile transactions.

For PE deals, the recommended approach is as follows:

• Pre-LOI / screening stage. Conduct a sector-mapping and threshold analysis as part of deal due diligence. Identify whether the target’s assets or activities fall within the strategic-sector definitions and whether the proposed acquisition structure (including fund-level ownership and LP composition) crosses any numerical or qualitative triggers.
• Pre-signing engagement. Where the filing risk is material, submit a pre-notification to the Presidency’s screening unit. Include a detailed description of the transaction, the acquirer’s ownership chain, the target’s strategic assets, and any proposed undertakings or conditions that would address national-security concerns.
• Post-signing mandatory filing. Within the statutory deadline after signing the binding agreement, file the formal notification with the full information pack. Build this deadline into the SPA’s conditions-precedent timetable.
• Review period and stop-the-clock. The government’s review period typically runs for 45 calendar days, but this can be extended where additional information is requested, a “stop-the-clock” mechanism that, following the January 2026 clarifications, is now more explicitly defined in the procedural rules.

Special Cases, Minority Investments, Joint Ventures, Pledges and Financing Security

Not every PE transaction involves an outright buyout. Minority investments, co-investment structures, joint ventures and financing arrangements each raise distinct questions under the golden power notification requirements Italy 2026 deadline framework. The common thread is whether the transaction, regardless of the percentage acquired, confers upon the investor or lender effective influence over the management or disposition of strategic assets.

Minority investments are caught where they are accompanied by governance rights that exceed standard minority protections. A board seat, a veto over strategic-asset disposals, or the right to appoint key management personnel can each independently trigger a filing, even if the investor holds well below a controlling stake. Convertible instruments, such as convertible notes or preferred shares with conversion features, must be assessed on a fully diluted basis to determine whether post-conversion thresholds would be crossed.

Share-Pledge Specific Guidance After the Council of State Golden Power Ruling

The 16 April 2026 Council of State ruling is directly relevant to leveraged financing structures. Before this ruling, the prevailing government interpretation treated any share pledge in a strategic-sector company as potentially notifiable, creating uncertainty and compliance cost for routine acquisition-finance arrangements. The ruling established that the analysis must focus on substance over form: a pledge that exists solely as credit protection, with no voting rights, no step-in rights exercisable before enforcement, and no influence over the management of strategic assets, is unlikely to constitute a notifiable transaction.

Sanctions, Government Outcomes and Negotiating Remedies

The government has three principal options upon reviewing an Italian golden power filing: unconditional clearance, conditional approval with binding undertakings, or outright prohibition of the transaction. Conditional approvals are the most common outcome for PE transactions that raise manageable concerns, typical conditions include commitments to maintain the target’s Italian headquarters, preserve employment levels, restrict the transfer of technology outside Italy, or ensure that certain board members hold Italian or EU nationality.

Failure to file carries severe consequences. The government may declare the transaction null and void, impose administrative fines calibrated to the value of the transaction, and require the forced unwinding of the acquisition. Reputational damage, particularly for PE funds active in other EU jurisdictions with linked FDI regimes, can be equally damaging. Early and proactive engagement with the screening authorities, ideally through a pre-notification, is the most effective risk-mitigation strategy.

Negotiating conditions is both an art and a legal exercise. Deal teams should prepare a “remedies offer” in advance, a package of voluntary undertakings that addresses likely government concerns while preserving the deal’s commercial logic. Industry observers note that the government is generally receptive to constructive engagement and that well-prepared filings with pre-agreed remedies significantly reduce review times.

Practical Checklist and Sample Disclosure Timeline for a Golden Power Filing

The following ten-point checklist is designed for PE deal teams preparing for a potential Italian golden power filing. Treat it as a minimum, complex transactions will require additional steps.

1. Screen the target’s sector classification against the current DPCM sector lists and the January 2026 updates. Do not rely solely on the target’s self-classification.
2. Map the acquirer’s full ownership chain, from GP through fund vehicles to ultimate beneficial owners, including all non-EU LPs above relevant thresholds.
3. Identify all strategic assets held by the target: licences, concessions, classified contracts, critical technology, data assets, infrastructure.
4. Assess every governance right the acquirer will obtain, board seats, vetoes, information rights, consent rights, step-in rights, against qualitative filing triggers.
5. Evaluate financing-structure filing risk, review all share pledges and security packages against the 16 April 2026 Council of State criteria.
6. Engage specialist Italian counsel with golden power experience at the pre-LOI stage. Do not rely on generalist M&A advisers alone.
7. Consider pre-notification to the Presidency’s screening unit for any transaction with material filing risk, ideally 4–6 weeks before target signing date.
8. Prepare the full information pack: SPA, shareholders’ agreement, financing documents, UBO declarations, strategic-asset descriptions, draft undertakings.
9. Build golden power conditionality into the SPA, include a golden power clearance condition precedent, a longstop date that accommodates the review period (including stop-the-clock), and MAC/material-adverse-change carve-outs for government-imposed conditions.
10. Monitor post-clearance compliance, if conditional approval is granted, implement a compliance programme to track undertaking deadlines and reporting obligations.

For funds seeking specialist counsel for Italian PE transactions, browse the Global Law Experts lawyer directory to identify practitioners with golden power and FDI screening expertise.

Conclusion, Immediate Next Steps for PE Teams

Understanding what is a golden power filing, and acting on that understanding early, is now a prerequisite for any private equity transaction involving Italian assets. The 2026 changes have simultaneously widened the regime’s reach and introduced welcome clarity on pledge-related filings. Three actions should follow immediately from this guide: first, screen every Italian target at the earliest stage of deal origination against the current sector list and threshold triggers; second, engage specialist Italian counsel with demonstrable golden power experience before commercial terms are locked; and third, build protective deal provisions, golden power conditions precedent, realistic longstop dates and well-drafted remedies offers, into every SPA.

Those who treat golden power compliance as an afterthought risk deal failure, financial penalties and lasting reputational damage in one of Europe’s most active FDI screening jurisdictions.

For further guidance on structuring investment fund vehicles or understanding Italian regulatory developments such as pay-transparency obligations, explore the related resources on Global Law Experts.

This article reflects the legal position as at 20 June 2026. Given the pace of regulatory change in this area, practitioners should verify current requirements within 30 days of reading.

Sources

1. Dipartimento per gli Affari Europei, Golden Power Explainer
2. Squire Patton Boggs, Italian National Security and Investment Control Regime Guide
3. White & Case, Grant of a Pledge Triggers FDI/Golden Power Filing
4. Advant Nctm, Golden Power: Recent Amendments
5. CELIS Institute, Country Note on Italy
6. SCAI Legal, Foreign Investments in Italy: Golden Power Explained