“The golden power? It also serves to ensure fair competition»- Corriere.it

Business relocation, golden power and state aid. “Everything is held in the system of the new capitalism, where the large multinationals are built on the ownership of intangible assets and governments compete for their investments in the area to the sound of incentives,” explains Andrea Zoppini, lawyer and professor. The jurist is listened to as a consultant in those operations that straddle law, finance and geopolitics: the battle for the election of the Enel board of directors, the application of golden power to Pirelli, the negotiations for the sale of the grid Tim at Kkr.

Will there be a before and after Pirelli in the history of golden power?
«After the provision which concerned the management and coordination of Telecom by Vivendi, the Pirelli case is a novelty from a technical point of view, because for the first time measures have been taken in an already consolidated situation: ChemChina was already a shareholder years, but the renewal and modification of the social pacts has allowed the government to review their role».

The relative majority shareholder was deprived of the power to designate the CEO. Isn’t there a risk of discouraging foreign investment?
«Our legal system recognizes shares with increased voting rights and therefore the split between share weight and industrial influence is not an anomaly. And this was precisely the original spirit of the agreements made on Pirelli by the Chinese partner, which had changed in the meantime. Moreover, the distinction between permanent shareholders, entrepreneurs and financial investors not interested in management is now widespread on a global level. The new capitalism thus returns to the old adage: actions are weighed and not counted».

TOthe government could soon find itself syndicating the purchase of the Tim network by the American fund Kkr. Will Italy’s geopolitical location lead to a different appreciation of the national interest?
«When ChemChina itself challenged the Draghi government’s veto on the purchase of Verisem, the Council of State clarified that the protection of state security must be read in an international dimension. The geopolitical dynamics therefore guide the adoption of the golden power, as evidenced by the fact that it has so far been exercised only against Chinese or Russian companies”.

With State Grid, the Chinese are also members of Cdp Reti, a shareholder of Snam, Italgas and Terna. Is the Pirelli case the prelude to another intervention?
“The question will eventually arise when the shareholders’ agreement expires in the autumn and the conditions for its renewal will be decided.” Are we entering an era of new protectionism? «The golden power can be read in a protectionist sense and therefore considered an excess of dirigisme. Or, with a more realistic interpretation, as a tool to ensure fair competition in Europe which, I recall, has a state aid discipline unequaled in China and the United States».

What do you mean?
«Globalization has led companies that are very different from each other to compete on the same market, especially in terms of shareholder quality. It is no coincidence that the European Union has extended the state aid control to non-EU companies in order to avoid unfair competition from public companies subsidized by foreign governments».

Does the observation also apply to aid from the US Inflation Reduction Act?
«Regardless of the name, the IRA is not intended to reduce inflation but to significantly incentivize companies present on American soil. Environmental sustainability and ESG policies are a formidable pick for operating a selective redistribution of public resources among companies. It is a drift of the new capitalism, where the market is increasingly oriented towards the short term and leaves the task of investing in the long term to the State. The EU cannot stand by and watch”.

What should it do?
“The ideal would be a European fund to redistribute state aid. However, its negotiation could take a long time, incompatible with the pressing global competition. The alternative is to give more room for intervention to national governments».

Doesn’t this run the risk of fragmenting the EU on the basis of the fiscal space available to the countries?
«In Europe, multinationals can now be counted on the fingers of one hand: rather than inertia, then, it is better to allow governments to make wider use of state aid. Deglobalisation, technology and finance require a rethinking of the reference model. It is also the reference market for the European Antitrust discipline».

In what sense?
“EU rules have ensured superior competition to the United States, guaranteeing, for example, the best prices to consumers in the telecommunications sector. Sometimes, however, antitrust policies have worked all too well, reducing profits to such an extent as to undermine the ability of companies to invest and innovate. Paradoxically, too much protection of competition risks producing the opposite result in the long term, favoring the concentration of the market in the hands of non-European companies».

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