Italy Decreto Asset (DL 104/2023 → L 136/2023) — Golden Power FDI screening expanded to intra-group transactions and IP-rights operations in strategic technologies

Mechanism

Italy's Golden Power regime — codified in Decree-Law 21/2012 and expanded periodically since the 2019 5G perimeter, the 2020 COVID-era "omnibus" extensions to non-EU acquirers across all NACE sectors, and the 2022 transposition of the EU Foreign Subsidies Regulation — is administered by the Presidenza del Consiglio (PCM) with sectoral input from MIMIT (industry), MEF (finance), and MAECI (foreign affairs). Decreto Asset added two structural amendments to art. 2 of DL 21/2012:

1. Intra-group transactions are now in scope of the special powers. Pre-2023 the law required notification of intra-group reorganisations involving non-EU parties but exempted them from veto / conditional-clearance powers. The Omnibus Decree removed that carve-out: the Prime Minister can now veto, condition, or require divestment of intra-group asset transfers, secondments of strategic IP, or capital-restructurings within multinationals when one leg of the group sits outside the EU and the asset touches a strategic sector. This matters for non-EU multinationals (US, UK, Swiss, Japanese, Chinese parents) running Italian subsidiaries in strategic sectors — internal IP transfers, hub restructurings, and licence migrations are now reviewable.

2. IP-rights operations in eight strategic technology areas are explicit triggers. The decree names: artificial intelligence, semiconductor production, cybersecurity, aerospace, energy storage, quantum, nuclear, and food production technologies. Licensing, assignment, pledge, or transfer of patents / know-how / trade secrets in any of these eight areas to a non-EU entity triggers Golden Power notification and is subject to veto.

3. General "exceptional-situation" veto power. The Prime Minister can veto resolutions, acts and transactions that create an "exceptional situation" not adequately addressed by sectoral national / EU rules — including in finance, where the Bank of Italy / ECB qualifying-holdings regime would otherwise be the primary screen. This was explicitly tied to perceived gaps exposed by the 2022-2023 Pirelli case (Sinochem-controlled parent, Italian subsidiary in dual-use tyre-sensor IP).

Why severity 3

• Italy is a G7 economy, EU member, and a meaningful host for

semiconductor capacity (STMicroelectronics fab at Catania, IPCEI-funded SiC line; Crolles JV with GlobalFoundries on the France side), aerospace primes (Leonardo, Avio, Thales Alenia Space), and energy-storage capex (FAAM/Lithops, Italvolt — though Italvolt is in distress).

• IP-transfer scope is meaningfully broader than typical inbound

FDI screens — it captures licensing and intra-group migrations that most peer regimes (including French IEF and German AWG/AWV) treat as out-of-scope unless tied to a control change.

• Severity 3 not 4 because: (a) Italy's enforcement track record

on Golden Power remains comparatively rare-veto / heavy- conditions (vs outright prohibition) — most filings clear, often with prescriptions; (b) the regime targets non-EU counter-parties only, leaving intra-EU industrial consolidation unaffected; (c) the financial-sector "exceptional situation" power is checked by overlapping ECB SSM jurisdiction.

Downstream implications

• Non-EU semiconductor toolmakers and IP-licensors operating Italian

subsidiaries (e.g. Applied Materials, Lam Research, ASM International, Tokyo Electron service-and-spares hubs) face a new notification trigger on routine IP migrations. Compliance overhead rises but transactions are unlikely to be blocked outright.

• Aerospace IP transfers — particularly Leonardo's joint ventures

with non-EU partners (Boeing, Mitsubishi, Lockheed, Embraer) — now sit inside the screen on the IP side, complementing the pre-existing capital-control review.

• The IP-rights trigger creates a precedent that other EU member

states (Germany, France, Spain) may converge on; the European Commission's 2024 FDI Screening Regulation review explicitly cited Italy's intra-group expansion as a model.

• Connects to the Foreign Subsidies Regulation

(2023-07-12-eu-foreign-subsidies-regulation, filed) by giving Italy a unilateral national-security backstop alongside the EU ex-ante FSR notification regime.

Open questions

• How many notifications has the IP-rights trigger generated since

Aug 2023? PCM annual reports to Parliament should disclose aggregate counts but historically lag 12-18 months.

• Has the Pirelli precedent been re-applied to other Sinochem /

China-state-linked Italian holdings (Ansaldo Energia minority stake, CDP-China Energy Investment relationships)?

• Will the December 2024 Italian Cabinet decree on Golden Power

procedural rules (DPCM in consultation) tighten or relax the intra-group filing thresholds?