Golden power and anti-takeover corporate mechanisms

The golden power regime allows the Italian government – as a last resort, if facing a threat to national interests – to oppose the acquisition of control of companies operating in strategic sectors. This article analyses the relationship between golden power and anti-takeover mechanisms provided for by Italian law, with particular focus on anti-takeover defensive techniques and increased voting rights. The study aims to identify methods of interference and overlaps between external and internal defence tools so as to understand if, when, and under which limits internal corporate defence mechanisms can represent a valid (and desirable) alternative to the use of golden power in precluding the acquisition of corporate control. The analysis shows that where the acquisition of control is more contentious, all available defence tools potentially come into play and the difference in purpose between the diverse regimes justifies the usefulness of golden power.