- Il ruolo ambiguo dello Stato tra golden power e golden silence. Implicazioni giuridiche ed istituzionali del risiko bancario

This paper analyzes recent banking mergers in Italy in light of the selective and differentiated use of special powers (golden power) by the State. Through a comparative examination of the cases of MPS-Mediobanca, Mediobanca-Banca Generali, and UniCredit-Banco BPM, it highlights intervention and non-intervention choices that outline a practice that is not always consistent, in which the golden power assumes an ambivalent function: on the one hand, as a tool for safeguarding economic security; on the other, as a potential mechanism for industrial planning that conflicts with the fundamental freedoms of the internal market. From a multilevel perspective, the investigation considers the legal constraints imposed by European Union law – specifically Regulation (EU) 2019/452, Articles 63-65 TFEU, and the Banking Union frame work – reconstructing the golden power as an expression of “regulated sovereignty”. Particular attention is paid to the institutionally ambiguous role of the State, which in some transactions combines the functions of regulator and shareholder, raising questions of impartiality and the separation of public functions. The emerging picture reveals an uncertain and fragmented regulatory environment, which calls for critical reflection on the compatibility between the exercise of special powers and the principle of economic legality within an integrated European governance framework.