SHAREHOLDERS’ AGREEMENTS AND GOLDEN POWER RULES – ITALY’S PIRELLI CASE
An interesting case illustrating the intersection between the effects of shareholders’ agreements and the Italian ‘golden power rules’ is the recent situation involving Italian listed company Pirelli, 37 percent of whose share capital is indirectly owned, through various companies, by Chinese firm Sinochem.
On 28 April 2025, the board of directors of Pirelli declared that Sinochem no longer exercised control over the company. This conclusion was based on the provisions of a decree issued by the Italian government on 16 June 2023, pursuant to the ‘golden power law’. The board approved the managing director’s proposal, which stated that, following the publication of the decree on 16 June 2023, Marco Polo International Italy Srl (MPII) – an Italian limited liability company owned by China National Tire & Rubber Corporation Ltd, itself controlled by China National Chemical Corporation Limited, which is in turn owned by Sinochem, a Chinese legal entity controlled by the Chinese government through the State-owned Assets Supervision and Administration Commission of the State Council – had lost control of Pirelli under the accounting standard International Financial Reporting Standards 10.
Pirelli’s management stated that the loss of control by Sinochem “represents a first step, but not a definitive one, in the process of necessary adaptation of corporate governance to regulatory constraints in the USA, a key market in the high value tyre segment and in the development and diffusion of Cyber Tyre technology”.
To better understand the case, it is important to recall that in 2015, when the Chinese entity acquired a stake in Pirelli, Italian golden power rules applied only to a limited number of strategic sectors, such as communications, transport and energy (article 1 of Decree Law No. 21/2012), and infrastructural networks (article 2 of the same law). At that time, Pirelli was a tyre manufacturer and did not own strategic assets.
Oct-Dec 2025 issue
CBA