The Golden Power in Strategic Sectors between Public Security and Economic Interests: Notes on UniCredit’s Public Exchange Offer for Banco BPM

Abstract

The article examines the legal framework governing golden power in strategic sectors, with particular reference to the financial sector, in light of the Public Exchange Offer launched by UniCredit S.p.A. for Banco BPM S.p.A., within the broader context of the transformations affecting the current geopolitical landscape. After reconstructing the relevant national and European regulatory framework, the analysis focuses on the necessary link between the classification of assets as strategic and the existence of an actual threat to public order and security as a precondition for the exercise of special powers. Particular attention is devoted to the reasoning underlying the decree exercising golden powers and to the limits of judicial review over acts of high administration, as well as to the risk of functional overlap between governmental intervention and the competences of sectoral supervisory authorities where the notion of public security is interpreted expansively. Finally, the article highlights how an interpretation that accords autonomous relevance to aspects of economic security may give rise to tensions with the current European legal framework and suggests the need for explicit coordination at EU level in order to redefine coherently the scope of the interests that may legitimately be protected.