Il Tar of Lazio welcomed partially the appeal presented by Unicredit against theexercise of the golden power by the Meloni government on thepublic exchange offer (Oops) launched by the institute led by Andrea Orcel on Banco Bpm. The appeal had been presented against the decree of the President of the Council of Ministers of 18 April 2025, with which the executive had imposed four conditions considered fundamental for the protection of the national interest.
The Ops, publicly announced from Unicredit on November 25, 2024, aims to consolidate the group's presence in the Italian banking market through the acquisition of all the ordinary shares of Banco BPM. The exercise of the golden power had introduced limitations which, according to Unicredit, interfered excessively with their own strategic and industrial autonomy, so much so as to push her to take legal action.
The two points accepted by the TAR: employment/deposits and project finance
The TAR ruling recognizes Unicredit's objections as well-founded two of the four requirements imposed by the government, believing that they should be reviewed as they are not fully proportionate or justified.
Il first point concerns the obligation, imposed for five years, of do not reduce the loan/deposit ratio in Italy by Unicredit and Banco Bpm, with the stated aim of supporting families and SMEs. The administrative judges considered the five-year duration is not proportionate of the measure, believing that a rigid and predefined time constraint cannot be imposed in the absence of a defined industrial plan.
The TAR writes that "the establishment of a five-year deadline is unreasonable" and that the duration of the statute of limitations should follow, rather than precede, the concrete evaluation of the economic data and the definition of the industrial plan. It therefore establishes an obligation for the government to re-evaluate the measure from a temporal perspective, in a perspective of proportionality and dialogue with the appellant institution.
La second measure cancelled concerns the obligation, imposed sine die, of maintain the level of the project finance portfolio unchanged held by Unicredit and Banco Bpm. The TAR considered that this prescription, without any time limit, constitutes a direct and inadmissible interference by public authorities in the bank's credit strategy.
The court underlines that the constraint is not limited to safeguarding the presence of Banco Bpm on the project finance market, but directly affects Unicredit's decision-making autonomy, going beyond the perimeter of legitimacy of the golden power.
The remaining measures: investments in Anima and exit from Russia
Partial acceptance of the appeal, therefore, two of the four contested provisions remain fully validThe TAR deemed them legitimate and consistent with the purposes of the golden power.
The request to Unicredit is confirmed maintain the current weight of Anima Holding's investments – of which it is a shareholder – in securities issued by Italian entities, and to support their development. According to the government, this restriction is justified by the need to ensure the stability of asset management and support the domestic capital market.
Finally, Unicredit remains obliged to cease all financial activities in the Russian Federation within nine monthsThe Regional Administrative Court rejected the bank's objections, deeming the measure legitimate given the geopolitical risks and ongoing international sanctions. According to sources close to the institution, The practical applicability of this obligation is limited by the restrictions imposed by the Russian authorities., which make the sale of the assets materially difficult.
Satisfaction at Unicredit
At Unicredit's house the TAR ruling is therefore welcomed with a certain satisfaction. Even though some of the provisions imposed by the government have been left in place, the ruling represents a significant precedent: it is the first time that such an extensive golden power intervention is, at least in part, scaled down by an administrative judge.
The decision does not appear to be such as to compromise the takeover bid for Banco Bpm, which remains formally open until July 23. Unicredit however could convene the board of directors soon to assess the strategic and operational implications of the verdict, also in light of the judgment still pending by the European Commission on compatibility of the golden power with Union law.
