The European Commission has launched an informal investigation into how Italy applies its golden power regime to domestic bank mergers — in particular, UniCredit’s proposed €10.5 billion acquisition of Banco BPM.
This initiative, launched under the “EU Pilot” system, reflects growing concerns in Brussels over the compatibility of national investment screening mechanisms with EU law. Italy has increasingly relied on golden power tools in strategic sectors such as banking, telecommunications, and energy — even for entirely domestic transactions.

A key legal question arises: Can Member States restrict intra-EU investments without breaching EU law?
According to a statement by Oloff Gill (EU Commission spokesperson for Economic Security, Trade, and Financial Services), it appears that the Commission has activated the “EU Pilot” procedure with respect to the Italian government.

Filippo Mazza explained to Global Competition Review that, as for the applicable EU rules (presumably under discussion within the EU Pilot framework), the main reference is EU Regulation 2019/452. However, this regulation does not establish an EU-level screening mechanism. Instead, it sets only minimum requirements for coordination among Member States in reviewing foreign direct investments (FDI) on grounds of security or public order.
This means that while decision-making power ultimately remains with Member States, the EU FDI Regulation aims to create a relatively streamlined coordination framework — reducing bureaucracy and the risk of uncoordinated screening processes with potentially inconsistent approaches and outcomes.

In the case of the UniCredit/MPS merger, a golden power opposition in an intra-EU (or even intra-Italy!) transaction does not go unnoticed — but under current EU FDI rules, Member States still retain a broad margin of discretion.

To learn more, the full article is available to subscribers here.