Law  of 11 May 2012, n. 56: In the sectors of energy, transport, and communications the goverment's special powers consist in: the veto on or the authorisation of, under specific conditions, decisions, acts, or operations concerning strategic assets; the imposition of specific conditions to make affective acquisitions by non EU investors of companies owning strategic assets. In exceptional cases and when the above-mentioned acquisitions determines control rights, the Government has the right of opposition to the entire acquisition by buyers from outside the EU (in compliance with article 49 of the treaty of the Functioning of the European Union). This system was put in place to overcome the retirement of the "golden share" system contested by the EU. With respect to the Energy, Transportation and Communications sectors, the Decree requires that a company notify the Italian Government of any resolutions it adopts that would have the effect of changing such company’s ownership structure or purpose, or winding up such company’s business. The Italian government is entitled to impose specific conditions to those resolutions, acts or transactions that would give rise to an exceptional situation of an actual threat of serious injury to public interests relating to the security and functioning of networks and systems and the continuity of supplies.
On 26 March 2019, changes to Italy’s rules on special powers, laid down in Law No.56 of 11 May 2012, came into effect. The changes were subsequently confirmed with modifications by the Law No.41/2019 of 20 May 2019 which came into effect on 25 May 2019. The new rules add 5G-based communications services to the list of strategic assets for the purpose of the national security review process; also, an entity that enters in 5G-related goods- or service-contracts or acquires components for 5G networks from non-EU providers now needs to notify the contract and in order to allow the Government to screen any risk related to 5G networks on grounds of national security. The change implements the call from Heads of State or Government expressed at the European Council on 22 March 2019 for a concerted approach to the security of 5G networks and in line with the Commission Recommendation on Cybersecurity of 5G networks C(2019)2335 final.
The Decree-Law 21 September 2019, n.105, converted into law, with amendments, by Law 18 November 2019, n.133 brought changes to Italy’s rules on special powers that are laid down in Law No.56 of 11 May 2012. Among others, the changes:
- broaden the criteria for the evaluation of investment projects under the scope of the “golden powers” regime by adding to the factors to consider: government-control of the would-be acquirer; previous actions that threated essential security interests of Italy or another EU Member State; and the probability that the would-be acquirer engage in illegal activities; and
- strengthen the sanctions regime associated with the review mechanisms.
In response to the economic circumstances that resulted from the COVID-19 pandemic, Italy made temporary modifications to the “golden powers” mechanism with effect from 9 April 2020. The changes temporarily expand the scope of the powers to cover additional sectors that are declared strategic; enables the authorities to open reviews ex-officio where companies do not fulfil the notifications obligations; and expand the scope of the powers to acquisitions from within the EU and lower the trigger threshold for acquisitions from outside the EU to 10%. On 25 December 2020, Law No.176 of 18 December 2020, entered into force. Among others, the law extends the temporary application of changes to the investment review mechanism that had initially been brought by Decree Law 8 April 2020, n.23. until 30 June 2021. On 30 April 2021, the application of the temporary rules was further extended until 31 December 2021 pursuant to Decree-Law No. 56 of 30 April 2021.
On 14 January 2021, Decrees of the President of the Council of Ministers No.179 and No.180 entered into force. The Decrees identify which assets and interests are subject to Italy’s foreign investment review mechanisms. The new measures clarify and expand the scope of application of the review of acquisitions that require prior government approval. The process covers assets and sectors of strategic importance to the national interest, and include sectors such as energy, water, health, data and sensitive information, financial services, artificial intelligence and media, as well as transport (ports, airports etc.), and broadband and ultra-broadband services.
"Art. 1 - Special powers in the defense and national security sectors
 1. [...] the following special powers may be exercised in the event of a threat of serious prejudice to the essential interests of defense and national security:
a) imposition of specific conditions relating to security of supply, information security, technology transfers, export control in the event of the purchase, for any reason, of stakes in companies that carry out activities of strategic importance for the defense system and national security; [...]
c) opposition to the purchase, for any reason, of shareholdings in a company referred to in letter a) by a person other than the Italian State, Italian public bodies or subjects controlled by them, if the buyer comes to hold, directly or indirectly, including through subsequent acquisitions, through third parties or through entities otherwise connected, a level of shareholding in the capital with voting rights capable of compromising the interests of defense and national security in the specific case.[...]
3-bis. If the purchase of the shareholdings referred to in paragraph 1, letters a) and c), is made by a person outside the European Union, referred to in Article 2, paragraph 5-bis, the Government may also consider the following circumstances:
a) that the buyer is directly or indirectly controlled by the public administration, including state bodies or the armed forces, of a country that does not belong to the European Union, also through the ownership structure or substantial financing;
b) that the buyer has already been involved in activities affecting security or public order in a Member State of the European Union;
c) that there is a serious risk of the buyer engaging in illegal or criminal activities. (6)
[...]
Art. 1-bis (Special powers concerning broadband electronic telecommunication networks with 5G technology).
1. The broadband electronic communication services based on 5G technology constitute, for the purposes of exercising the powers referred to in paragraph 2, activities of strategic importance for the national defense and security system.
2. The stipulation of contracts or agreements concerning the acquisition, for any reason, of goods or services relating to the design, construction, maintenance and management of the networks relating to the services referred to in paragraph 1, or the acquisition , for any reason, of components with high technological intensity functional to the aforementioned implementation or management, when put in place with subjects outside the European Union, is subject to the notification referred to in paragraph 3-bis, for the purpose of any exercise the power of veto or the imposition of specific provisions or conditions. To this end, the elements indicating the presence of vulnerability factors that could compromise the integrity and security of the networks and data passing through them are also subject to evaluation, including those identified on the basis of the principles and guidelines developed. internationally and by the European Union. (6) [...]
3. For the purposes referred to in paragraphs 2 and 2-bis, a person outside the European Union means the person referred to in article 2, paragraph 5-bis. (6) [...]
3-bis. Within ten days of the conclusion of a contract or agreement referred to in paragraph 2, the company that has acquired, for any reason, the goods or services referred to in the same paragraph shall notify the Presidency of the Council of Ministers complete information, also containing the communication from the National Assessment and Certification Center (CVCN), relating to the outcome of the assessment and any requirements, so as to allow the possible exercise of the power of veto or the imposition of specific requirements or conditions. If the contract was stipulated prior to the conclusion of the tests imposed by the CVCN, the term referred to in the first period starts from the communication of the positive outcome of the assessment carried out by the CVCN. Within thirty days of notification, the President of the Council of Ministers communicates any veto or the imposition of specific prescriptions or conditions. Special powers are exercised in the form of the imposition of specific prescriptions or conditions whenever this is sufficient to ensure the protection of the essential interests of defense and national security.
[...]
Art. 2 - Special powers inherent to strategic assets in the energy, transport and communications sectors
1. By one or more decrees of the President of the Council of Ministers [...] the networks and plants are identified, including those necessary to ensure minimum supply and operations of essential public services, goods and relationships of strategic importance for the national interest in the energy, transport and communications sectors, as well as the type of acts or operations within the same group to which the discipline referred to in this article. The decrees referred to in the first period are adopted within one hundred and twenty days from the date of entry into force of this provision and are updated at least every three years. [...]
1-ter. With one or more decrees of the President of the Council of Ministers [...] are identified, for the purpose of verifying the existence of a danger to public safety and order, including the possible prejudice to the safety and functioning of networks and plants and to the continuity of supplies, assets and relationships of strategic importance for the national interest, in addition to those identified in the decrees referred to in Article 1, paragraph 1 , and in paragraph 1 of this article, in the sectors referred to in Article 4, paragraph 1, of Regulation (EU) 2019/452 [...], as well as the type of acts or transactions within the same group to which the discipline referred to in this article does not apply. The decrees referred to in the first period are adopted within one hundred and twenty days from the date of entry into force of this provision and are updated at least every three years.
[...]
2. Any resolution, act or operation adopted by a company which holds one or more of the assets identified pursuant to paragraph 1, which has the effect of changes in ownership, control or of the availability of the assets themselves or the change of their destination, including the resolutions of the assembly or bodies of directors concerning the merger or demerger of the company, the transfer abroad of the registered office, the modification the corporate purpose, the dissolution of the company, the modification of any statutory clauses adopted pursuant to article 2351, third paragraph, of the civil code or introduced pursuant to of article 3, paragraph 1, of the decree-law of 31 May 1994, n. 332, [...] on transfer of the company or branches of it in which they are included said assets or the assignment of the same as a guarantee, is notified, within ten days and in any case before it is given to you implementation, to the Presidency of the Council of Ministers by the same business. Resolutions are notified in the same terms of the meeting or of the administrative bodies  concerning the transfer of subsidiaries that hold the predetti active.
2-bis. Any resolution, act or operation, adopted by a company that holds one or more of the assets identified pursuant to of paragraph 1-ter, which has the effect of changes in ownership, of the control or availability of the assets themselves in favor of a subject outside the European Union, referred to in paragraph 5-bis, including the resolutions of the shareholders' meeting or of the administrative bodies having to object the merger or the division of the company, the transfer of the company or branches of it in which they are included said assets or their assignment as collateral, the transfer of subsidiaries that hold the predetti active, or that has the effect of transferring the registered office social security in a country not belonging to the European Union, is notified, within ten days and in any case before it is given to you implementation, to the Presidency of the Council of Ministers by the same business. They are also notified in the same terms whatever resolution, act or transaction, adopted by a company that owns one or more of the assets identified pursuant to paragraph 1-ter, which it has as a result the change of their destination, as well as any resolution that has as its object the modification of the corporate purpose, dissolution of the company or modification of statutory clauses possibly adopted pursuant to article 2351, third paragraph, of civil code or introduced pursuant to article 3, paragraph 1, of the decree-law 31 May 1994, n. 332, [...].
3. By decree of the President of the Council of Ministers [...] can be expressed the veto to the resolutions, acts and operations referred to in paragraphs 2 and 2-bis, which give rise to a exceptional situation, not governed by national legislation and European sector, threatening serious harm to public interests relating to the safety and functioning of networks and plants and the continuity of supplies. [...]
5. The purchase for any reason by an external party to the European Union of stakes in companies that hold the assets identified as strategic pursuant to paragraph 1 as well as of those referred to in paragraph 1-ter, of such significance as to be determined the stable establishment of the purchaser by reason of the assumption of the control of the company whose participation is the subject of the purchase, pursuant to article 2359 of the civil code and del consolidated text referred to in legislative decree February 24, 1998, n. 58, is notified by the buyer within ten days to the Presidency of Council of Ministers, together with any information useful to the general description of the proposed acquisition, the purchaser e of its field of operation. In the calculation of the participation relevant, account is taken of the investment held by third parties with to which the buyer has entered into one of the agreements provided for in the article 122 of the consolidated act referred to in the legislative decree 24 February 1998, n. 58, and subsequent amendments, or provided for by article 2341-bis of the civil code. [...]
5-bis. For the purposes referred to in articles 1, paragraph 3-bis, e 1-bis, paragraphs 2 and 2-bis, as well as referred to in paragraphs 2-bis, 5 and 6 of this article, for 'subject outside the European Union' yes intends: 
a) any natural person or legal person who does not have the residence, habitual residence, registered office or administration or the principal place of business in a Member State of the European Union or the European Economic Area or not however established therein; 
b) any legal person that has established the registered office or the administration or the main business center in one Member State of the European Union or the European Economic Area, or which is in any case established therein, and which is controlled, directly or indirectly, by an individual or a person legal referred to in letter a);  
c) any natural person or legal person who has established residence, habitual residence, registered office or of the administration or the main activity center in one Member State of the European Union or the European Economic Area, or which is in any case established therein, if there are elements that indicate an elusive behavior with respect to the application of the discipline referred to in this decree. 
6. If the purchase referred to in paragraph 5 involves a threat of serious prejudice to the essential interests of the State referred to in paragraph 3 or a danger to safety or public order, within forty-five days from the notification referred to in the same paragraph 5, by decree of the President of the Council of Ministers, [...] the effectiveness of the purchase can be conditioned the acquirer's assumption of direct commitments a guarantee the protection of the aforementioned interests. [...] To determine whether a foreign investment could affect security o on public order it is possible to take into account the following circumstances: 
a) that the buyer is directly or indirectly controlled by public administration, including state bodies or forces armed, of a country not belonging to the European Union, too through the ownership structure or substantial financing; 
b) that the buyer has already been involved in activities affect security or public order in a Member State of European Union; 
c) that there is a serious risk that the buyer will undertake illegal or criminal activities. [...]" (DECREE-LAW of 15 March 2012, n. 21, "Rules on the special powers over corporate assets in the sectors of defence and national security, as well as over the activities of strategic importance in the fields of energy, transport and communications", converted into law by LAW of 11 May 2012, n. 56; last amended by DECREE-LAW of 14 June 2021, n. 82; Article 2 [google translation])
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"Art. 4-bis - (Amendments to the regulation of special powers in the sectors of strategic relevance). [...]
3. Until the date of entry into force of the first decree of President of the Council of Ministers referred to in Article 2, paragraph 1-ter, of the decree-law of 15 March 2012, n. 21, [...] as replaced by the paragraph 1, letter c), number 3), of this article, without prejudice to the application of articles 1 and 2 of the aforementioned decree-law, as modified by this article, is subject to the notification referred to in paragraph 5 of article 2 of the same decree-law n. 21 of 2012 the purchase to any title of participations in societa 'that hold assets and relationships in the sectors referred to in Article 4, paragraph 1, letters a), b), c), d) and e), of Regulation (EU) 2019/452 [...], including in the financial sector the credit sectors e insurance, and, in the health sector, production, import and the wholesale distribution of medical devices, medical-surgical and individual protection.
3-bis. In order to counter the epidemiological emergency from COVID-19 and contain its negative effects, ((until 31 December 2021)) :
a) are subject to the notification obligation referred to in paragraph 2 of article 2 of the decree-law n. 21 of 2012, also the resolutions, acts or transactions, adopted by an enterprise that holds assets e relationships in the areas referred to in Article 4 (1) (a),
b), c), d) and e) of Regulation (EU) 2019/452, understood as included in the financial sector, the credit and insurance sectors, as well as the resolutions, acts or operations identified by decree of President of the Council of Ministers referred to in the aforementioned article 2,
paragraph 1-ter, of the decree-law n. 21 of 2012, which have for effect of changes in ownership, control or availability of said assets or the change of theirs destination; 
b) are subject to the notification obligation referred to in paragraph 5 of article 2 of the same decree-law n. 21 of 2012, in relation to the assets and relationships referred to in paragraph 1 of article 2, of the same decree-law n. 21 of 2012, as well as assets and relationships in the sectors indicated in letter a), or identified by decree of the President of the Council of Ministers referred to in the aforementioned article
2, paragraph 1-ter, of the decree-law n. 21 of 2012, including purchases for any reason of shareholdings, by foreign parties, also belonging to the European Union, of such significance as to determine the buyer's stable settlement in reason the assumption of control of the company whose participation is object of the purchase, pursuant to article 2359 of the civil code and of the consolidated act as per legislative decree no. 58, as well as the purchases of shareholdings by subjects foreigners not belonging to the European Union, which attribute a share of voting rights or capital equal to at least 10 per cent, taking into account the shares or quotas already directly or indirectly owned, when the total value of the investment is equal to or exceeding one million euros, and are also notified acquisitions that result in exceeding the thresholds of 15 per one hundred, 20 percent, 25 percent and 50 percent of the capital;
c) the provision referred to in Article 2, paragraph 6, letter a), of the decree-law n. 21 of 2012, also applies when the control provided therein is exercised by a public administration of a Member State of the European Union.[...]" (DECREE-LAW of 21 September 2019, n. 105, "Urgent provisions regarding the perimeter of national cyber security ((and the regulation of special powers in sectors of strategic importance))"; last amended by LAW of June 17, 2021, n. 87; Article 4-bis [google translation])
--------------------
"Art. 1
Identification of strategically relevant assets in the energy sector
1. For the purposes of exercising the special powers referred to in Article 2 of Legislative Decree No. 21 of 15 March 2012 , converted, with amendments, by Law No. 56 of 11 May 2012 , hereinafter referred to as: "Legislative Decree", the assets of strategic importance in the national energy system are identified in the energy networks of national interest, and in the related conventional relationships, listed in paragraph 2.
2. The assets referred to in paragraph 1 include:
a) national natural gas transport network and related compression stations and dispatching centres, as identified pursuant to Article 9 of Legislative Decree 23 May 2000, no. 164 , as well as gas storage facilities;
b) infrastructure for the supply of electricity and gas from other States, including onshore and offshore LNG regasification facilities;
c) national electricity transmission network and related control and dispatching systems;
d) management activities and essential properties connected to the use of the networks and infrastructures referred to in the previous letters a), b) and c).
Art. 2
Identification of strategically relevant assets in the transport sector
1. For the purposes of exercising the special powers referred to in Article 2 of the Legislative Decree, the networks and facilities of strategic importance for the transport sector are identified in the large networks and facilities of national interest, also intended to guarantee the main trans-European connections, and in the related conventional relationships, as identified in paragraph 2.
2. The following are included in the networks and systems referred to in paragraph 1:
a) ports of national interest;
b) airports of national interest;
c) national spaceports;
d) national railway network of relevance for the trans-European networks;
e) interports of national importance;
f) road and motorway networks of national interest.
Art. 3
Identification of strategically relevant assets in the communications sector
1. For the purposes of exercising the special powers referred to in Article 2 of the Legislative Decree, the assets of strategic importance in the communications sector are identified in the dedicated networks and in the public access network to end users in connection with metropolitan networks, service routers and long-distance networks, as well as in the systems used for the provision of access to end users of services falling within the universal service obligations and broadband and ultra-broadband services, and in the related contractual relationships, without prejudice to the provisions of Directive 2009/136/EC of the European Parliament and of the Council of 25 November 2009 and Regulation (EU) No 2016/679 of the European Parliament and of the Council of 27 April 2016 .
2. The assets referred to in paragraph 1 include dedicated elements, even where the use is not exclusive, for connectivity (voice, data and video), security, control and management relating to fixed-location telecommunications access networks.
Art. 4
Scope of application of the special powers regulation
1. Without prejudice to the obligation to notify, the special powers referred to in Article 2 of the Legislative Decree and relating to this Regulation shall apply to the extent that the protection of the essential interests of the State provided for in the same Article 2, including those connected to adequate infrastructural development, is not adequately guaranteed by the existence of specific sector regulation, including of a conventional nature connected to a specific concession relationship. [...]" (Decree of the President of the Council of Ministers, 23 December 2020, n. 180, Articles, 1, 2, 3, and 4 [google translation])
----------------------
"Art. 1
Object
1. In implementation of paragraph 1-ter of Article 2 of Legislative Decree No. 21 of 15 March 2012 , converted, with amendments, by Law No. 56 of 11 May 2012 , this decree identifies, also pursuant to Article 15 of Legislative Decree No. 23 of 8 April 2020 , converted, with amendments, by Law No. 40 of 5 June 2020 , assets and relationships of strategic importance for the national interest, in addition to those identified in the decrees referred to in Article 1, paragraph 1, and Article 2, paragraph 1, of the same Legislative Decree No. 21 of 2012 , in the sectors referred to in Article 4, paragraph 1, of Regulation (EU) No. 2019/452 of the European Parliament and of the Council of 19 March 2019 , as well as the type of acts or transactions within the same group to which the provisions of the aforementioned Article 2, paragraph 1-ter do not apply.
Art. 2
Definitions
1. For the purposes of this decree:
(a) “critical infrastructure” means infrastructure that is essential for maintaining the vital functions of society, health, safety and the economic and social well-being of the population;
(b) "critical technologies" means technologies that are essential for the maintenance of the vital functions of society, the health, safety, economic and social well-being of the population, as well as for technological progress;
(c) "critical production factors" means the goods and relationships essential for maintaining the vital functions of society, the health, safety and economic and social well-being of the population;
(d) 'critical information' means information essential for the maintenance of the vital functions of society, the health, safety and economic and social well-being of the population;
(e) "economic activities of strategic importance" means economic activities that are essential for maintaining the vital functions of society, the health, safety, economic and social well-being of the population, as well as for technological progress.
[...]
Art. 3
Energy Sector Assets and Relationships
1. In the energy sector, the goods and relationships referred to in Article 1 are the following: [access full list via the sources]
[...]
Art. 4
Water Sector Assets and Relationships
1. In the water sector, the goods and relationships referred to in Article 1 are the following: [access full list via the sources]
[...]
Art. 5
Health sector assets and relationships
1. In the health sector, the goods and relationships referred to in Article 1, including the related intellectual property rights, are the following: [access full list via the sources]
[...]
Art. 6
Assets and relationships in the processing, storage and access and control of sensitive data and information
1. In the processing, storage and access to and control of sensitive data and information, the assets and relationships referred to in Article 1 are the following information, where critical pursuant to Article 2, letter d): [access full list via the sources]
[...]
Art. 8
Assets and relationships in the financial sector, including credit and insurance, and financial market infrastructure
1. In the financial sector, the assets and relationships referred to in Article 1 are the following: [access full list via the sources]
[...]
Art. 9
Assets and relationships in the fields of artificial intelligence, robotics, semiconductors, cybersecurity, nanotechnology and biotechnology
1. In the field of artificial intelligence, robotics, semiconductors, cybersecurity, nanotechnology and biotechnology, the goods and relationships referred to in Article 1 are the following technologies, including the related intellectual property rights: [access full list via the sources]" (Decree of the President of the Council of Ministers, 18 December 2020, n. 179, Articles, 1, 2, 3, 4, 5, 6, 7, and 9[google translation])

DECREE-LAW of 15 March 2012, n. 21, "Rules on the special powers over corporate assets in the sectors of defence and national security, as well as over the activities of strategic importance in the fields of energy, transport and communications", converted into law by LAW of 11 May 2012, n. 56; last amended by DECREE-LAW of 14 June 2021, n. 82; Article 2
DECREE-LAW of 21 September 2019, n. 105, "Urgent provisions regarding the perimeter of national cyber security ((and the regulation of special powers in sectors of strategic importance))"; last amended by LAW of June 17, 2021, n. 87; Article 4-bis
Decree of the President of the Council of Ministers, 23 December 2020, n. 180, Articles, 1, 2, 3, and 4
Decree of the President of the Council of Ministers, 18 December 2020, n. 179, Articles 1, 2, 3, 4, 5, 6, 8, and 9
[<a href="http://www.normattiva.it/uri-res/N2Ls?urn:nir:stato:decreto.legge:2012-03-15;21!vig=2021-08-19">Decree-Law</a>],[<a href="http://www.normattiva.it/uri-res/N2Ls?urn:nir:stato:decreto.legge:2019-09-21;105!vig=2021-08-19">Decree-Law</a>],[<a href="https://www.normattiva.it/esporta/attoCompleto?atto.dataPubblicazioneGazzetta=2020-12-30&atto.codiceRedazionale=20G00200">Decree</a>],[<a href="https://www.normattiva.it/esporta/attoCompleto?atto.dataPubblicazioneGazzetta=2020-12-30&atto.codiceRedazionale=20G00199">Decree</a>]