Tensions between the European Commission and the Italian government have escalated over Italy’s use of national powers to impose conditions on UniCredit SpA’s proposed acquisition of Banco BPM SpA.
The European Union has issued a preliminary warning to Rome, suggesting that the use of Italy’s so-called “Golden Power” in this case may conflict with EU laws on mergers, capital movement, and financial supervision.
In a legal move that could lead to a formal infringement procedure, the European Commission said Italy’s intervention lacked sufficient justification and potentially violated the bloc’s merger regulations. The Commission argued that it should have reviewed the restrictions before they were implemented. A formal response from Italy has been requested.
Italy had invoked Golden Power regulations in April to impose several conditions on UniCredit’s €14.5 billion all-share offer for Banco BPM, citing national strategic interest. These included requiring UniCredit to exit Russia by early 2026 and maintain investments in Banco BPM’s asset manager, Anima Holding SpA.
While an Italian administrative court partially sided with UniCredit over the weekend—annulling conditions such as limits on loan-to-deposit ratios and project finance levels—it upheld the government’s demand for the Russian exit and maintenance of domestic investment levels. UniCredit welcomed the ruling, calling it “unequivocal proof” of the misuse of Golden Power, but said it is still evaluating next steps.
The European Commission’s stance adds pressure on Prime Minister Giorgia Meloni’s administration, which has sought to shape the domestic banking sector, including support for a merger between state-involved Monte dei Paschi di Siena and Mediobanca SpA. Banco BPM had also been viewed as a candidate for this strategy before UniCredit launched its unsolicited bid last November.
Deputy Prime Minister Matteo Salvini pushed back strongly against the EU warning, saying Brussels should avoid meddling in Italy’s internal financial affairs.
“Italy can and must legislate as it sees fit,” Salvini said.
Meanwhile, Meloni’s office took a more conciliatory tone, promising a “collaborative and constructive” response to the Commission’s concerns.
Adding to the complexity, French lender Crédit Agricole — currently the largest shareholder in Banco BPM with a 19.8% stake — has requested European Central Bank approval to increase its holding, while stating it does not intend to take control.
UniCredit CEO Andrea Orcel, who challenged the conditions in court earlier this year, now faces a decision on whether to proceed with the bid ahead of the July 23 offer deadline. So far, only a small portion of Banco BPM shareholders have accepted the offer.
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