New takeover and golden power rules affecting Italian deals
Italy M&A Rule Changes 2026
The Italian government’s upcoming 2026 reforms to takeover and golden power regulations represent a significant evolution in the country’s approach to mergers and acquisitions (M&A), embedding heightened national security and political oversight at the heart of dealmaking. Building on earlier frameworks, the new rules substantially broaden the regulatory perimeter, extend procedural timelines, and empower authorities with stronger intervention tools—developments that acquirers, private equity (PE) firms, and fund managers must now strategically incorporate into their Italian transaction playbooks.
Expanding the National Security Horizon: From Private 5G to Advanced Technologies
A core feature of the 2026 reforms is the dramatic expansion of sectors subject to golden power scrutiny. While traditional industries such as defense and critical infrastructure remain under the lens, the new rules explicitly encompass private 5G networks, telecommunications, and cutting-edge technology sectors. This broadening reflects Italy’s strategic imperative to safeguard emerging technologies that are increasingly pivotal in geopolitical and economic competition.
An emblematic case illustrating this shift is the recent merger between Firecell and Accelleran, two leading private 5G network providers in Italy and Europe. Supported by €7.9 million in funding, their alliance aims to streamline private 5G deployment across the continent. Given the critical security implications of 5G infrastructure, such deals now fall squarely within the scope of golden power review, marking a departure from previous, more commercially focused assessments.
Beyond 5G, the reforms also signal regulatory attention toward other frontier technologies. Notably, Europe’s quantum technology sector is experiencing record venture funding, underscoring the continent’s growing ambitions and vulnerabilities in this strategic domain. Italy’s golden power update is poised to monitor and potentially regulate transactions involving quantum computing and related advanced tech, paralleling wider European trends toward safeguarding emerging technological sovereignty.
Procedural Tightening: Earlier Notifications and Lengthier Reviews
The reforms impose stricter notification obligations with earlier deadlines and demand more comprehensive disclosures. Acquirers must engage regulators well in advance, providing detailed information on transaction structures, financing, and operational plans.
Concurrently, the review process timelines have been extended substantively, reflecting authorities’ need for deeper analysis amid complex national security considerations. This means:
- Longer waiting periods before clearance, often stretching deal calendars beyond initial expectations
- More structured and iterative regulatory interactions, potentially involving multiple rounds of questions and document submissions
- Heightened risk of administrative sanctions or transaction suspensions for non-compliance or late notifications
For dealmakers, these procedural changes necessitate proactive timeline management and early regulatory engagement to avoid costly delays or surprises.
Enhanced Regulatory Powers: Remedies That Reshape Deal Economics
The 2026 framework grants Italian authorities expanded powers to impose tailored remedies designed to mitigate national security and political risks. These interventions are no longer limited to blunt tools but include nuanced operational, governance, and structural controls, such as:
- Operational restrictions on specific post-acquisition activities, potentially limiting business expansion or technology transfer
- Mandatory divestitures of assets or business units deemed sensitive
- Governance mandates, including board representation, veto rights, or enhanced reporting obligations to regulators
These remedies introduce new dimensions of deal risk. Especially for PE firms, which typically seek operational control and streamlined exit strategies, such conditions may necessitate recalibrated valuation models, longer holding periods, and contingency planning for forced asset sales.
Sharpened Due Diligence and Strategic Dealcraft
To navigate this evolving landscape, market participants must integrate political and national security risk analysis into due diligence. This includes:
- Mapping regulatory risks against the expanded golden power criteria
- Conducting scenario analyses of potential remedies and their financial and operational impacts
- Monitoring enforcement patterns, especially in fast-growing sectors like private 5G and quantum technologies
Such insights should feed directly into deal structuring, risk allocation, and valuation adjustments.
Practical Implications for Dealmakers and Fund Managers
- Deal Structuring: Incorporate conditional clauses, break fees, or regulatory approval contingencies linked explicitly to golden power outcomes.
- Timing Considerations: Build longer, more flexible timelines into deal execution plans, reflecting earlier notifications and extended reviews.
- Financial Modeling: PE firms should factor potential divestitures, operational constraints, and prolonged holding periods into returns projections and exit scenarios.
- Regulatory Engagement: Early, transparent communication with Italian authorities can mitigate risks and facilitate smoother approvals.
Broader European Context: Italy Within a Growing Strategic Regulatory Ecosystem
Italy’s reforms align with a broader European trend toward strengthened investment screening in strategic sectors, catalyzed by geopolitical tensions and technological competition. The continent’s surge in quantum technology funding, highlighted by record-breaking venture capital inflows, exemplifies the stakes involved. As Europe races to secure leadership in next-generation technologies, regulatory frameworks—including Italy’s golden power regime—are increasingly geared toward preempting foreign control or influence that could undermine national and regional security.
Conclusion: Strategic Adaptation Is Imperative
The Italian takeover and golden power reforms taking effect in 2026 constitute a paradigm shift in the country’s M&A regulatory environment. By expanding the scope to new strategic sectors like private 5G and advanced technologies, imposing earlier and more detailed notifications, extending review timelines, and empowering authorities with robust remedy tools, the government is signaling a clear prioritization of national security amid complex geopolitical realities.
For acquirers, PE sponsors, and fund managers, the imperative is clear: early, informed, and strategic engagement with regulators coupled with enhanced due diligence and flexible deal planning will be essential to successfully navigate Italy’s increasingly intricate M&A landscape. Observing enforcement developments in emblematic transactions such as the Firecell-Accelleran merger and tracking investment trends in quantum technologies will provide critical insights into evolving regulatory expectations and enforcement rigor.
Key Takeaways:
- Regulatory scope now explicitly includes private 5G, telecoms, and advanced technology sectors, expanding traditional golden power coverage
- Notification requirements are stricter and earlier, with longer, more involved review processes
- Authorities can impose operational, governance, and divestiture remedies that can materially affect deal economics and integration plans
- Enhanced due diligence and scenario planning focused on national security risks are vital for successful Italian M&A execution
- Italy’s reforms reflect and contribute to a broader European strategic investment screening environment, emphasizing technology sovereignty and security
Stakeholders that swiftly recalibrate their approach to incorporate these new realities will be best positioned to unlock value and mitigate risks in Italy’s dynamic M&A market.