ECONOMY

With Golden Shares, Governments Rewrite the M&A Rulebook

Published: Jan. 10, 2026 3:17 a.m. GMT+8

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The golden share mechanism allows governments to retain strategic rights in a company while holding only a minimal stake. Photo: VCG

Governments are increasingly adopting “golden shares” to retain influence in companies involved in cross-border mergers and acquisitions, signaling a shift from preapproval oversight to ongoing supervision and presenting fresh regulatory headwinds for Chinese firms pursuing global expansion, legal experts said.

The mechanism allow governments to maintain strategic rights in a company while holding only a minimal stake. These rights — such as veto power over asset sales or relocation of headquarters — give regulators access to sensitive information and leverage over key decisions, said Yin Ranran, a partner at the a joint operation between Shanghai-based Ruimin Law Firm and Britain's Freshfields who specializes in antitrust and foreign investment reviews.

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Governments are increasingly using "golden shares" to retain influence over strategic company decisions in cross-border M&A, adding regulatory hurdles for foreign investors, especially Chinese firms.
Golden shares enable veto power or board seats, as seen in recent U.S., U.K., and French deals; Indonesia may require a golden share in a Grab-Go-Jek merger for consumer data protection.
Legal experts advise early regulatory risk assessment and government engagement in outbound M&A transactions.

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Who’s Who

Ruimin Law Firm: Ruimin Law Firm is a Shanghai-based law firm that operates in a joint venture with Britain's Freshfields. Yin Ranran, a partner specializing in antitrust and foreign investment reviews, works there.

Freshfields: Freshfields is a legal firm. A partner at Freshfields, Yin Ranran, specializes in antitrust and foreign investment reviews. Another Freshfields antitrust partner, Ninette Dodoo, discussed the Indonesian government's 2025 proposal for a golden share arrangement in the Grab/Go-Jek merger. Dodoo also advises Chinese firms on managing golden share risks in outbound deals.

U.S. Steel Corp.: In the proposed acquisition of U.S. Steel Corp. by Nippon Steel Corp., the U.S. government, under President Donald Trump, negotiated control over decisions typically outside national security realm, such as preserving the company’s name. This exemplifies a "golden share" tactic by governments to maintain influence in cross-border M&As.

Nippon Steel Corp.: In the proposed acquisition of U.S. Steel Corp. by Nippon Steel Corp., the U.S. government negotiated control over decisions typically outside the realm of national security, including preserving the acquired company’s name. This exemplifies governments using "golden shares" to maintain influence in cross-border M&A deals.

Royal Mail: The UK government secured a "golden share" in Royal Mail in April 2025 when it was acquired by Czech-based EP Group. This golden share grants the government veto rights over significant decisions, such as changes to the company's headquarters location or tax domicile. This action is part of a broader trend where governments are using golden shares to maintain influence and achieve industrial policy goals in critical companies.

EP Group: In April 2025, the U.K. government secured a "golden share" in Royal Mail during its acquisition by the Czech-based EP Group. This golden share grants the U.K. government veto rights over changes to Royal Mail's headquarters location or tax domicile, providing a mechanism for ongoing governmental influence despite the change in ownership.

Sanofi: The French government secured a golden share when a U.S. private equity firm acquired half of a Sanofi subsidiary. This agreement ensures a board seat for the French government, allowing them to retain drug manufacturing within France. This illustrates how governments are using golden shares to maintain influence in key industries.

Grab: The Indonesian government is considering requiring a "golden share" arrangement if ride-hailing platform Grab and food-delivery service Go-Jek merge. This would grant the government veto power over strategic decisions, aiming to protect consumer data and pricing strategies in a market where the combined entity would control 90% of the sector.

Go-Jek: The Indonesian government is considering requiring a "golden share" arrangement if Go-Jek merges with Grab. This share, potentially held by the sovereign wealth fund, would grant officials veto power over critical strategic decisions. The aim is to protect consumer data and pricing strategies due to the combined company's potential 90% market share.

AI generated, for reference only