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Clifford Chance

Clifford Chance

Foreign Investment Control

Foreign Direct Investments Regimes across Europe

A reform of Foreign Direct Investment (FDI) rules, aimed to shield strategic industries and businesses from opportunistic acquisitions by 'foreign' investors, has been an increasing trend in the EU and Member States. Whilst the shock caused by the Covid-19 outbreak has intensified consideration of this issue, there was a move by national governments to strengthen those powers the public administration can exercise in case of acquisition of strategic assets.

The Italian Golden Power Law

In Italy the Golden Power Law, the set of special rules that can be exercised by the Government to prohibit or impose particular restrictions or conditions to an investment by foreign persons in certain areas of strategic importance for the Country, has recently become particularly relevant as a consequence of the developments introduced with the Law Decree No. 23 dated April 8, 2020 (the so-called 'Liquidity Decree' or 'Italian FDI Regime'). This latest regulatory intervention resulted in a significant extension of the Golden Power regime's scope of application, affecting transactions in the defense and national security sectors, and in the energy, transportation, communication and high-tech sectors, also with reference to the acquisition of assets or services related to 5G technology infrastructure. 

At the forefront in Foreign Direct Investments

In this constantly evolving regulatory framework, our team of experts in Italy is at the forefront of any regulation's development, due to a deep knowledge in sectors precisely affected by the Golden Power regime and thanks to an unrivalled, long-standing capability to maintain strong and direct relationships both with key official authorities and board level representatives. Having strengthened its expertise in the field of Foreign Direct Investments regulation, Clifford Chance set up a cross-practice dedicated FDI Task Force that recently advised a wide range of renewed international clients (EU and extra EU) and can now boast an incomparable experience in the submission to the Italian Presidenza del Consiglio dei Ministri of FDI filings in many sectors, including Biotechnology, Defense, Energy, Food, Infrastructure, Pharma, Robotics and Telecommunications.

What sets us apart

Top tier advisory

We seek innovative solutions to protect our clients' strategic interests, being at the forefront of developments and regularly participating in consultations and interest groups concerning regulatory and competition aspects.

Direct access to decision makers

Having a long-standing experience and leveraging on strong and direct relationships with federal ministries and Antitrust authorities, we are able to directly access and dialogue with outstanding stakeholders.

Deep local markets' knowledge combined with the power of an international network

Combining a deep local expertise and a full understanding of the Italian market with a strong knowledge of EU Law and the global environment, we work seamlessly as one team across all  jurisdictions worldwide.

Our track record

About 30 FDI filings submitted in 2020/2021, including the followings:

  • acquisition by Syngenta Crop Protection AG of the entire share capital of Valagro S.p.A. – biotechnologies sector;
  • acquisition by Cellnex Telecom S.A. of CK Hutchison Networks Italia S.p.A. – telecommunications sector;
  • acquisition by CVC Capital Partners SICAV-FIS S.A. of Genetic S.p.A. – health sector;
  • acquisition of a minority interest by Partners Group AG of Telepass S.p.A. – access to sensitive information, transport, and insurance sectors; 
  • acquisition by Cubico Sustainable Investments Spain S.L.U. of a participation amounting to 88.34% of the share capital of Grupo T-Solar Global S.A. – Energy sector;
  • acquisition by Permira Holdings Limited of sole control over Neuraxpharm Midco S.C.A. – health sector; 
  • voluntary tender offer to purchase all the ordinary shares, multiple voting shares and special shares of CFT S.p.A. launched by ATS Automation Holdings Italy S.r.l.;
  • acquisition by AGC Inc. of control over MolMed S.p.A. – biotechnologies sector;
  • acquisition by Terna S.p.A. of a power line and a power station from Acciaieria Arvedi S.p.A. – energy sector;
  • notification of the acquisition by Edison S.p.A. of the resolution adopted in relation to the third amendment to the share and purchase agreement of control over Edison Exploration & Production S.p.A. by Energean Capital Ltd; 
  • sale of business unit by Cellnex Italia S.p.A to Iliad Italia S.p.A. – telecommunications sector;
  • acquisition by CVC Capital Partners SICAV-FIS S.A. of control over Business Integration Partners S.p.A. – defense and national security, energy, transport and telecommunications sector;
  • acquisition by Holding Reti Autostradali S.p.A. of a participation equal to 88.06% of the share capital of Autostrade per l'Italia S.p.A. – transport sector;
  • acquisition by DP World Logistics FZE of sole control over Palletways Italia S.p.A. – energy, transport, telecommunications, processing, storage, access and control of sensitive data and information sector;
  • acquisition by Partners Group AG of the entire share capital and voting rights of Eolo S.p.A. – telecommunications sector;
  • acquisition by Fibre Networks Holdings S.à r.l. of a participation equal to 40% of the share capital and voting rights of Open Fiber S.p.a. – telecommunications sector;
  • acquisition by CVC Capital Partners SICAV-FIS SA of the control over Rayner Surgical Group - healthcare sector.