Invisible Power: Golden Power and Protection of Economic Identity in the Armani Case

With the disappearance of Giorgio Armani, Italy does not deprive itself of a symbol of taste, but confronts the most difficult question: who now holds sovereignty over its economic and cultural genius.

A potential transfer of Armani to a foreign giant would not be only read in the financial pages: it would call into question the Golden Power, the silent rule that separates the logic of the deals from the protection of economic sovereignty.

Giorgio Armani's death in 2025 inaugurated one of the most delicate and symbolic successions of Italian industrial history. To be in question is not only the destiny of a house, but the continuity of an emblem of Made in Italy as a synthesis of measure, rigor and aesthetic power. Armani was never only an entrepreneur or a couturier, he is engraved in the collective imagination as a civil institution, able to translate his taste into language and elegance into a form of identity. By his creations, Italy has spoken to the world with a discreet but authoritative voice, recognizable for that sobriety imbued with strength, for that composure that, more than any symbol, defines the authentic prestige.

In his wills, published a few weeks after his death, Armani had foreseen a complex successor structure.

The Giorgio Armani Foundation (already holding a symbolic stake) is designated universal heir, holding 100% of the shares of the group: 9.9% in full ownership, the remaining 90% in bare property, burdened however by rights of use attributed to key figures such as Pantaleo Dell'Orco, the nephews Silvana Armani and Andrea Camerana, and sister Rosanna Armani.

The Milanese entrepreneur also translates his precision into the constructed balances, designed to ensure a combination of continuity and control.

In the testamentary document, the designer does not limit himself to designating heirs, he \'re recommending that they evaluate, within eighteen months, a possible transfer of a minority quota (equivalent to 15%) to three major international luxury groups: LVMH, L \\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\

The three are entirely French, although they differ in their different ties with Italy. For example, by analysing Luxottica, it is the protagonist of numerous cross-entry interests and a solid history of industrial collaboration.

This recommendation, in essence, aims to direct the heirs towards integration with global partners, preserving the aesthetic and commercial coherence of the brand, but inevitably opening the door to foreign control. It is on this ground that the private issue becomes public.assetFinancial: it is a symbol, a generator of employment, supply chains and national reputation. A transfer of it, even partial, cannot be read only with the lens of willary freedom or economic convenience.

It requires an analysis involving industrial sovereignty, productive continuity and the protection of identity marks. For this reason, the Armani case has rekindled the debate on the Italian Golden Power. The idea that a brand like Armani can be absorbed by a foreign conglomerate therefore raises questions that transcend finance. The Ministry of Enterprise and Made in Italy itself, through sources reported by Elle and the Corriere dell'Economia, has suggested that an operation of this magnitude could fall within the perimeter of the Golden Power, providing for the possibility of imposing stringent conditions or even a veto, if the operation threatens

This opens up a new chapter in the history of Italian economic law: for the first time, an instrument designed to protect strategic infrastructure and national security could be invoked to defend a fashion brand. The issue is not merely legal, but political, cultural and identity. It is a question of whether economic sovereignty should be limited to the defence of material borders, or extend to intangible ones, where the reputational and symbolic value of the country resides.

The Armani affair, therefore, is a dividing line between two visions of national capitalism. On the one hand, the one that favours the freedom of enterprise and the movement of capital in a globalized market. On the other, the one that claims the need to protect the brands that embody the Italian economic culture, as elements of public interest.

In this scenario, the Golden Power ceases to appear as a technicalism of administrative law, but as a geopolitical lever, a modern form of defensive economic diplomacy. It is the prior instrument, which the State affirms its right to monitor the strategic choices of an industrial system that, although globalized, remains the bearer of national values.

Armani's death, therefore, has not only opened a hereditary succession, but has lit a collective reflection on the subtle boundary between market and sovereignty. Fashion, luxury and design, originally considered ephemeral, become today themes of strategic interest, an integral part of the country's economic and diplomatic identity. And the Golden Power, as a clause of sectoral protection, becomes a treaty of industrial policy.

From Golden Share to Golden Power: regulatory evolution and legal basis of the special powers of the State

In order to understand the scope of this institution, it is necessary to start from itsgenesis.Golden Power was born in 2012 with Decree-Law 15 March 2012, n. 21, converted into Law 11 May 2012, n. 56, and represents the formal and substantial replacement of the previous Golden Share discipline. The latter, introduced in Italy by art. 2 of Legislative Decree n. 332 of 31 May 1994, in the context of the large privatisations, conferred on the State (after the Ministry of Economy and Finance) special powers of veto and control within companies operating in areas of strategic interest (defense, energy, telecommunications, transport).

Golden Share found its foundation in the possession of preferred shares, which conferred special rights on the State, such as the veto on acquisitions by unwelcome subjects, the opposition to parasocial pacts that would change the equity balances and the right to appoint an administrator, defined as a guarantee, was essentially a proprietary and non-regulatory power: the State maintained, even after privatisation, a position of influence through the company statute.

However, this mechanism was incompatible with Union law.EuropeanCourt of Justice, with the known judgments Commission v. Italy (C-58/99, 23 May 2000) and Commission v. United Kingdom (C-98/01, 13 May 2003), ruled that Golden Share infringed Articles 43 and 56 of the EC Treaty (now Articles 49 and 63 TFEU), since it constituted a restriction on freedom of establishment and the free movement of capital. In particular, the Court considered that such powers were irrelevant because they were derived from statutory clauses rather than from legal rules: the economic consequences of the regime were important, which led to arbitrary State interference in the management of privatised companies.

In order to comply with the Community censuses, Italy abolished the system of preferred shares and introduced a new model: the Golden Power. The structural difference between the two institutions is substantial. If Golden Share laid its foundations on the possession of a shareholding and conferred powers directly linked to the role of shareholder, the Golden Power is constituted as a public intervention power, exercisable in authority and independently of any ownership relationship.The State, therefore, ceases to act as shareholder and transforms its role in the guardian of the national interest.

The Decree 21/2012 has outlined an organic framework of special powers that the Government has the power to exercise regarding corporate transactions or acquisitions applied to companies having assets of strategic importance.

These powers may consist of:

Originally, the scope was limited to defence, national security, energy, transport and communications. However, the legislator gradually extended the scope, recognising that the concept of strategic development evolves along with the country's economic and technological structure.

During the health emergency from Covid-19, the Government introduced an expansionary reform of the Golden Power, with the D.L. 8 April 2020, n. 23 (so-called "Decree Legiracy" and subsequent implementing decrees of 2021.These interventions, adopted in coordination with Regulation (EU) 2019/452, have expanded the scope of action including also areas not yet covered:

In this way, the Golden Power has become a preventive screening mechanism for foreign investments, aimed at ensuring that acquisition or control operations do not compromise security, production continuity or national technological sovereignty. Companies operating in the identified areas must notify the Presidency of the Council of Ministers in advance of any extraordinary operation, merger, split or transfer of holdings that may affect strategic assets. Failure to comply with this obligation involves severe sanctions ranging from nullity of the transaction to the application of fines up to twice the value of the transaction or a significant percentage of the turnover of the undertaking involved.

Today, the Golden Power ratio lies not only in defending against external threats, but in maintaining a balance between market opening and safeguarding economic sovereignty.As a military and energy control instrument, it has become a garrison of systemic security: not only of material infrastructure, but also of sectors with high symbolic and reputational content.

In this context, its application is progressively moving towards the sectors of ...soft power, recognizing in them not an ancillary value, but a national strategic asset, capable of affecting the economic and cultural projection of Italy in the world. Protecting these sectors, today, means protecting the very form of contemporary sovereignty: the identity.

The strategicity of luxury in the context ofMade in Italy

The luxury sector, within the framework of the Italian economic system, is a strategic area in both economic and cultural terms, not only a branch of manufacturing but a structural element of national economic identity.Made in Italy• synthetic expression of creativity, aesthetics, craftsmanship and innovation • represents an intangible collective asset that contributes significantly to the formation of GDP and the country's trade balance, estimated at about 12% of the manufacturing sector.

The protection of the luxury sector cannot therefore be confined to private law or mere market regulation. It implies a systematic reading of the constitutional principles of economic freedom (Article 41 of the Constitution).,of protection of cultural heritage (Article 9 of the Constitution) and subsidiarity (Article 118 of the Constitution), which require the State to ensure that economic activities are carried out in a manner consistent with social usefulness and the safeguarding of national identity.

The Italian luxury brands ... including Giorgio Armani, Gucci, Prada, Bulgari and Valentino ... are real economic institutions of public interest, bearing a symbolic and reputational capital that transcends commercial value. From the legal point of view, these brands constitute a set of intangible assets protected by the Industrial Property Code (Legislative Decree no. 30 of 10 February 2005) that protects trademarks, designs, models and industrial secrets (Articles 7 and 98). Their systemic importance derives from being part of a wider productive and cultural ecosystem, composed of industrial districts, specialized workers and highly qualified suppliers.

In the context of the growing globalization of transnational capital and industrial mergers, the protection of Made in Italy takes on a similar value to that recognised in other legal systems in the traditional strategic sectors (energy, defence, telecommunications). This is particularly evident in the comparison with France, where the protection of so-called "championsnationaux• groups such as LVMH,Hermès and Kering

Through theCouncil of Participations de l'ÉtatFrance has institutionalised a model of selective public intervention, aimed at preserving national control over assets of cultural and economic value. In Italy, however, while there is a Ministry of Enterprise and of Made in Italy and sectoral protection instruments, there is no structured public coordination mechanism, capable of monitoring foreign investments in high symbolic and reputational sectors.

In view of this gap, economic and legal doctrine proposes the introduction of a national register of strategic enterprises of theMade in Italy,similar toRegister des entreprises stratégiquesFrench, which would allow prior monitoring of potentially damaging corporate transactions of the national economic interest. This instrument would be in line with the principle of protection of public economic order, already recognized by the jurisprudence of the Court of Justice of the European Union (judgmentsCommission v Belgium, C-503/99 andCommission v. Italy, C-58/99).

Between freedom of enterprise and national interest: the issue of Armani in the context of positive law

The hypothesis of a transfer of the Armani group to foreign investors is a paradigmatic case in order to analyse the legal limits of the freedom of undertakings and the movement of capital in relation to the protection of the national interest. The sale of a mark of this magnitude cannot be assessed solely in the light of company law and contractual freedom, but must be examined in a systemic way, considering the economic, social and cultural consequences of the operation.

From an identity point of view, a transfer of the group's share control to international players would risk compromising the cultural continuity of the brand, resulting in a break between the enterprise strategy and the historical image of the company.brandThis loss of value consistency would result in a weakening of the entire sector of the Italian economy.Made in Italy. Pursuant to Article 41, paragraph 2, Cost., the private economic initiative cannot take place \ in contrast to the social utility \\\\\, and the safeguarding of the cultural continuity of a brand of national interest may, in this perspective, constitute a condition of constitutional compatibility.

On the industrial level, the impact on chains and craft districts (Como, Biella, Vicenza, Prato, Carpi) would be significant. These realities constitute centres of competence recognized as "immaterial collective goods" (the protection of which is recalled by art. 174 TFEU in the matter of economic and social cohesion). The possible relocation of production would violate the spirit of Law No 77/2006, which recognizes industrial districts a strategic role in maintaining territorial competitiveness.

A further critical issue concerns intellectual property: archives, sketches, models and databases constitute a cultural heritage subject to the protection of the Code of Cultural Heritage and Landscape (Legislative Decree 42/2004), which allows to impose constraints on private goods of important historical or artistic interest (art. 10). The transfer abroad of this heritage could be considered as detrimental to the national interest, constituting an unauthorized export of cultural assets.

At the normative level, the main lever of protection resides in the d.l. 15 March 2012, n. 21, converted into l. n. 56/2012, which regulates the special powers of the Government (Golden Power) in the strategic sectors. L. 1, paragraph 1, recognizes to the Government the faculty to oppose or impose conditions to the acquisitions that threaten the security or the public economic order . Although the section of luxury is not today included among those subject to notification, an extensive reading of the norm, consistent with the principles of art. 52 of the Charter of Fundamental Rights of the European Union, would allow to include also the enterprises that contribute in a decisive way to the cultural and international projection of the State.

Moreover, the Italian administrative jurisprudence has recognised the extent of the governmental discretion in the exercise of special powers, as highlighted by the TAR Lazio, Sent. No 9281/2022, according to which the assessment of the national interest cannot be limited to economic parameters, but must include strategic and reputational considerations.

In Armani case, the application of the Golden Power would guarantee the possibility of imposing binding conditions • such as maintaining the registered office in Italy, preserving archives on national territory and safeguarding the production chain • in line with the principle of proportionality and the freedom of establishment provided for in Articles 49 and 63 TFEU.

The relevance of Golden Power in M&A and Private Equity operations

The Golden Power discipline has assumed in recent years a growing centrality in the operations ofMergers & Acquisitions(M&A) and Private Equity, directly affecting the contractual structure, execution times and strategic planning of operations.It fits into the wider context of European foreign investment law, governed by Regulation (EU) 2019/452, establishing a common framework for the control of foreign direct investment (FDI) in the Member States, based on the principle of cooperation and mutual notification between national authorities.

The obligation to notify the Government prior to the date of entry into force of Art. 2 of Legislative Decree 21/2012 applies today to a wide range of operations: acquisitions, mergers, divisions, transfers of business branches or critical technologies. The Presidency of the Council of Ministers has 45 days to exercise the special powers of veto, limitation or opposition, which can be extended in cases of particular complexity.

Failure to notify shall result in the nullity of the act and the application of financial penalties up to twice the value of the transaction.

From a contractual point of view, investment funds and legal advisors are required to introduce suspensive clauses The Commission has also taken the view that the Commission's decision to initiate proceedings in the light of the principle of equal treatment for men and women in the Community is not in line with the principle of equal treatment for men and women.risk allocationpolicy hitherto unknown to private transactions.

The risk of lengthening the timeclosingThe uncertainty about the outcome of the authorisations often leads foreign operators to reconsider the economic convenience of certain acquisitions. However, legal certainty and predictability of government decisions • through the publication of interpretative guidelines (D.P.C.m. 133/2022) • have mitigated these criticalities, making the system more transparent and in line with the principles of European law.

Telecom Sparkle (2021) and Fastweb (2022) have demonstrated the ability of Golden Power to act as a preventive defence against loss of control over strategic infrastructure, imposing conditions of governance and cybersecurity. Similarly, the extension of this regime to the luxury sector could be justified by the extended concept of national economic security, which includes the protection of the trademarks symbol of Italian identity.

From a systematic point of view, Golden Power is halfway between public economic law and the economy.andThe European trade law, which is a means of balancing market freedom and protecting economic sovereignty, would be applied to the luxury sector and would meet the need to preserve not only the economic interests but also the nation's reputational and cultural capital.Made in Italycan be considered a constitutionally important legal asset, the protection of which is one of the essential functions of the modern state.

Future prospects, EU screening process

Golden Power tends to assume a role in constant delimitation in geopolitical lever. Although its origin, was aimed at economic protection, today it is used in a strategic key in order to influence the flows of capital, direct the ownership structures of companies considered essential and defend the industrial sovereignty of the country in a context of strong global competition.

Italy, known in Europe for its most complex and operational legislation, has extended the scope of Golden Power beyond the traditional sectors of defence, energy and communications, also intervening in digital technologies, critical infrastructure, finance and even luxury, when the operation concerns brands considered strategic for national economic identity. The use of this instrument reflects a trend, common denominator of the modus operandi of many European States, namely, the progressive politicization of foreign investments, especially if it includes operators linked to governments of non-EU countries or with interests different from those of the Union.

In this scenario, the European Union is changing towards a more integrated and coordinated screening system. The Regulation of the European Union n. 2019/452 was the first step in building a framework for cooperation between Member States and the European Commission, based on information sharing and joint analysis of risks related to foreign investments.

However, the Commission's proposal for a reform of 24 January 2024 marks a decisive development, proposing to replace the current regulation by introducing minimum control requirements for all Member States, extending screening also to European investors controlled by foreign entities and greenfield investments, i.e., the creation of new production activities by foreign groups.

The new system would also provide for the introduction of post-closure review powers, which would allow national governments and the Commission to reopen the analysis of an operation for up to 15 months following its conclusion, should security or public order risks arise.

The operations involving a plurality of European countries, the proposal introduces mandatory coordination of notifications, to be submitted simultaneously, in order to avoid overlaps and ensure a coherent assessment at supranational level.

The trend towards harmonisation of national procedures is in line with the need to avoid too wide differences between the different systems, which could be exploited by investors to circumvent controls.

The future of Golden Power is therefore intertwined with the emergence of a European economic security mechanism. The progressive convergence of national regimes towards a coordinated scheme will not only reduce the sovereignty of States, but will result in a common strategy, wider and more structured.

In this perspective, Italy, with its experience in the practical application of Golden Power, is in a position of importance in the process of defining a European model that combines openness to global markets and the defence of the continent's strategic interests.

Protection of economic identity:Made in Italyas a public good

Keeping Armani does not mean protecting a brand, but an identity code. It is preserving the very idea of Italy: the country that transforms taste into power and elegance into strategic language.

Golden Power is not a brake, it is the invisible clause that every investor must be able to read between the lines of a deal concluded in this country. It is the threshold beyond which finance meets sovereignty, and capital must bow to the concept of belonging.

In the case of Armani, we are not talking about numbers, but about symbols: fashion declined in cultural infrastructure, beauty in national assets.

Who invests in Italy must be aware of it, it operates in a reality where brands do not buy, they are guarded.