What are golden shares?

Golden shares are governance instruments that allow governments to retain strategic rights in sensitive entities through minimal shareholdings with disproportionate access to information and influence rights. The governance rights may include the power to veto strategic decisions, such as asset disposals or the relocation of headquarters or production abroad.

In recent years, golden shares have been used to secure commitments, maintain oversight after closing and enable state participation in companies of national interest. They can operate as a condition of FDI clearance or as a parallel measure outside the formal review process – but in either case, they serve the same purpose: to protect perceived core national interests.

Although not yet widespread in FDI reviews, golden shares have featured in several notable transactions. In the United States, the government obtained such rights in the Nippon Steel-US Steel deal. In Europe, the UK and France have each deployed golden shares as part of – or alongside – national security measures.

US: Nippon Steel and a CFIUS first

The Committee on Foreign Investment in the United States (CFIUS) has historically avoided using golden shares to manage transaction-specific national security risks, preferring negotiated mitigation agreements instead.

Its decision to adopt a golden share in the Nippon-US Steel transaction marked the first publicly disclosed use of this mechanism. By doing so, CFIUS both crossed a Rubicon and set a precedent for its use in the future. The arrangement reportedly gave the US government control over matters not traditionally viewed as national security concerns, including preventing US Steel from changing its name.

Yet it may be premature to declare a golden age for golden shares. The Nippon Steel case was highly specific: US Steel is an icon of American industry, in a highly political industry, and a prime political target first for President Biden (who prohibited the transaction) and then for President Trump (who reversed President Biden’s prohibition and conditioned clearance on obtaining a golden share). It was in many ways a perfect storm, leading to – thus far – anomalous results. There have been no public indications of CFIUS imposing a golden share since. That said, the Trump administration has broken from the norm by demanding revenue share from companies in return for regulatory approvals (see Nvidia) or equity in return for government grants (see Intel and multiple rare earth companies).

Filing parties pursuing especially sensitive or politically charged transactions should nonetheless consider the possibility of a golden share when planning and drafting deal documents. For now, however, such measures remain a high-impact but low-probability risk.

UK: Royal Mail and the protection of a national champion

The UK government has used golden shares to protect national champions, complementing national security reviews while extending obligations beyond traditional defense concerns.

In April 2025, during the acquisition of Royal Mail by Czech investor Daniel Křetínský’s EP Group, a golden share was negotiated between the Department for Business and Trade and the investor before approval was granted under the National Security and Investment Act (NSIA). The NSIA final order contained only a general requirement for Royal Mail to continue providing services that support UK national security, with no further specific remedies imposed.

The golden share gives the government veto rights over certain strategic decisions, most notably the relocation of headquarters or tax residence abroad. Its purpose is to safeguard not only Royal Mail’s financial and operational viability – as an “iconic and important national institution” – but also its customers, employees and brand integrity.

France: Doliprane, politics and a golden share twist

In France, the use of golden shares has taken on an overtly political dimension. When the US private equity investor CD&R acquired 50% of the shares of Sanofi’s subsidiary Opella in April 2025, French development bank Bpifrance took a 1.8% stake in Opella. The golden share granted the French state a board seat and ensured that production of certain medicines would remain in France.

French pharma again: Will the golden share trigger be pulled again?

After an initial takeover attempt failed in 2023, French pharmaceutical company Biogaran and UK-based investor BC Partners have resumed negotiations. Discussion reportedly includes the possible use of a golden share as a tool for receiving approval by the French government. It remains to be seen whether this would become a formal condition of FDI approval or take place as a separate condition.

Here too, the authorities’ focus appears to be supply-chain security for essential medicines. The outcome could shape how France applies golden shares in the health and life sciences sectors going forward.

Golden shares are here to stay – but what next?

The concept of a golden share is clearly gaining traction. As the recent cases show, its rationale now extends beyond traditional defense and national security interests to encompass broader industrial and economic policy goals – including supply security and strategic autonomy.

In Europe, these arrangements have so far emerged largely outside the formal FDI process, sometimes even in advance of it. Given how new and varied these cases are, it remains too early to say whether golden shares will evolve into an alternative to formal FDI screening or become a more integrated tool within it.

It is also to be expected that golden shares will gain relevance in jurisdictions outside of the US and Europe. For instance, according to very recent reports, Indonesia’s government may request a golden share in the merger of ride-hailing and food delivery firms Grab and GoTo.

For potential investors and sellers, the key is to assess not only whether a golden share might be required, but also how this risk should be allocated contractually. Given the inherently political – and often unpredictable – nature of FDI remedies, the scope of what a buyer is prepared to accept as a condition to closing can materially affect deal certainty.

With thanks to Freshfields Lasse Petersen, Andrew Gabel and Maximilian Pohl for their contributions to this update.