Exclusive-Italy court deals fresh blow to Rome's 'golden power' rules in ION case

By Valentina Za and Giuseppe Fonte

MILAN, Dec 5 (Reuters) - Italy's Council of State, the country's top administrative court, has declared void a 2023 government decision that set terms for a loan issued by Cedacri, a banking software firm owned by fintech group ION, a document showed on Friday.

The court decision deals a fresh blow to a set of special powers Italy has used in recent years to vet corporate deals involving assets deemed strategic for the country, eventually drawing scrutiny from European Union authorities.

ION, a global firm owned by Italian businessman Andrea Pignataro, first secured golden power approval in 2021 for its acquisition of Cedacri, a major IT supplier for Italy's banking system and smaller banks in particular.

In 2023, Rome set terms for a 275-million-euro ($320 million) loan issued by Cedacri, which for collateral used its own shares held by ION.

Italy's 'golden power' rules give Rome the right to veto or set terms for corporate deals on grounds of public order or national security.

Italy beefed up its golden powers, which are based on the EU's cooperation framework among member states to screen foreign direct investments into the bloc, during the COVID-19 pandemic.

Shares pledged as collateral fall under golden power review because enforcement of the pledge could shift ownership of strategic assets.

When Cedacri informed the government of the funding plans, which affected previous pledge contracts, Rome demanded the company use the money from the loan to support its business and planned investments, instead of paying dividends to ION.

Cedacri's appeal against the decision was rejected by a lower administrative court.

The Council of State, however, upheld Cedacri's appeal, the text of the decision reviewed by Reuters showed, voiding the 2023 government decree that imposed terms on the Cedacri loan.

Cedacri structured the pledge so ION retained all rights, including voting, with ownership changing only if the pledge were enforced after default, the court document said.

The Council of State judges also said there was a risk that golden powers could be used as a policy tool that could lead Italy to interfere with business initiatives and violate EU competition rules.

The Cedacri ruling could play in favour of UniCredit. Italy's second-biggest bank has blamed government-set terms for derailing its attempted takeover of Banco BPM.

After scoring a partial victory in court against Italy's golden power terms for the BPM transaction, UniCredit last month turned to the Council of State.

Italy has told the European Commission it is ready to amend its golden power regulation, sources told Reuters in October, after the EU began disciplinary steps over the matter.

($1 = 0.8586 euros)

(Reporting by Valentina Za and Giuseppe Fonte; editing by Gavin Jones and Louise Heavens)