Italy and the EU tug-of-war over UniCredit's golden power

A new dispute has opened between Italy and the European Commission, this time over the April 18 decree with which the government applied its special "golden power" powers to UniCredit's acquisition of Banco BPM. Brussels has sent Italy a preliminary opinion raising concerns about its compatibility with EU law, potentially opening the door to formal litigation. Palazzo Chigi has announced that it will respond in a spirit of cooperation.

But political controversy immediately erupted: Salvini attacked the Commission, accusing it of "busting his balls," while the opposition described it as an "international embarrassment," calling for the decree's withdrawal. "The decree could constitute a violation of Article 21 of the EU Merger Regulation and other provisions of EU law," the Commission stated, announcing it would send a letter to Rome regarding the UniCredit-Banco BPM deal. The reference is to the government's measure imposing specific obligations on UniCredit regarding the Banco BPM transaction, already approved by Brussels on June 19, 2025.

"Member States may adopt measures to protect legitimate interests such as public safety, but such measures must be proportionate, justified, and compatible with EU law," the Commission emphasized. "We have doubts whether this decree actually meets the conditions set out in Article 21 of the Merger Regulation," said EU executive spokesperson Thomas Regnier. According to sources in Brussels, the Berlaymont's comments do not address the conditions for approving the transaction, but rather Italy's ability to impose them, given that the merger falls under EU jurisdiction (there is also the issue of lack of prior notification).

On the table are therefore rules on mergers, as well as those on the free movement of capital. And if Italy's responses are unsatisfactory, Brussels could make a legally binding decision ordering the decree's withdrawal. "We will respond to the requested clarifications in a collaborative and constructive spirit, as we have already done in the judicial proceedings before the Regional Administrative Court," an official government statement stated. "The European Union takes care of what it needs to take care of, and this is also a matter within the EU's competence," stated Foreign Minister and Deputy Prime Minister Antonio Tajani. Minister of Infrastructure and Deputy Prime Minister Matteo Salvini, however, raised his voice: "I think the EU has more important matters to deal with, like dealing with the US," he stated. "Instead of making a fuss about resorts, beaches, scooters, electric cars, and banks, it should address a few serious issues and do them well. The banking system is a strategic asset for the country; Italy can and must regulate as it sees fit, without anyone from Brussels daring to intervene."

The opposition is harsh: "It's a defeat across the board, particularly for Minister Giorgetti. The government would be wise to withdraw the golden power," stated Antonio Misiani of the Democratic Party. It's "another international blunder for the Meloni government," according to Gaetano Pedullà (M5S). The ball is now in Italy's court, which is reportedly willing to take all the time it has available—20 days—to respond. The key issues in the game include stock market values (Banco 5.2%, Unicredit 0.5%), the review of the effects of the TAR ruling, and the countdown to the takeover bid deadline (July 23), a game that has been going on for weeks. It's expected that Unicredit will convene a board of directors to decide what to do, but it hasn't yet been convened. Finally, it shouldn't be forgotten that another front is open with Brussels regarding the golden power: the Commission has also initiated the informal 'EU Pilot' procedure on the law, and the Ministry of the Economy and Finance has already responded. The risk now is that infringement proceedings will be opened against Italy.