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Notes from where the rules are still moving.
Both regimes we work in changed materially in the last nine months. We publish when something actually changes and when a rule is being misread in practice — not on a schedule.
Notes
Three things practitioners get wrong.
Each of these accounts for filings that go wrong in practice, and none of them is the scenario people picture when they hear “foreign investment screening”.
Regime tracker
What changed, and when.
A running record of the developments that alter how a specific transaction is handled. Any analysis produced before an entry below should be treated as out of date on that point.
We keep this because our own conclusions depend on it. It is maintained as part of the practice rather than as content.
Implementing decrees under Law 132/2025 approved preliminarily
The Council of Ministers gave preliminary approval to two legislative decrees. The first covers governance — AgID as notifying authority, ACN for market surveillance and as single contact point, a coordination committee at the Prime Minister's office, a regulatory sandbox run jointly by AgID and ACN, and sanctions up to €35 million or 7% of worldwide turnover for prohibited practices. It also provides that employment decisions may not rest on automated processing alone and that dismissals in breach are void. The second covers civil and criminal liability.
Status: preliminary. Both decrees remain subject to change before final adoption.Commission proposes the 28th regime — “EU Inc.”
A proposed regulation establishing an optional pan-European company form, with registration within 48 hours for a maximum of €100 and a harmonised employee stock option scheme. It is a regulation rather than a directive, so no national transposition is required — but it applies only from the last day of the twelfth month after entry into force, and matters not covered by it remain governed by national law.
COM(2026) 321 · ordinary legislative procedure · realistic availability from 2028Law 4/2026 resequences financial-sector review
For transactions in banking and finance, the government must now wait for the European Commission and the European Central Bank to complete their assessments before it may block a transaction or attach conditions. The reform also formalised “national economic and financial security” as a protected interest. Financial deals therefore run sequentially rather than in parallel, lengthening the practical timetable even where the outcome is unchanged.
Council of State narrows the treatment of share pledges
A pledge over shares in a company holding strategic assets does not itself trigger notification where voting rights remain with the pledgor until an event of default. This reduces the filing burden in leveraged finance structures. Enforcement, when voting rights pass to the pledgee, remains a separate question.
Law 132/2025 enters into force
Italy became the first European Union member state to adopt a national statute on artificial intelligence alongside the AI Act. It governs AI in the workplace, healthcare, research and the professions, requires employers to inform employees and disclose system logic, data parameters, accuracy metrics and human oversight, and created a criminal offence for the unlawful dissemination of AI-generated or altered content punishable by one to five years.
Adopted 23 September 2025 · in force 10 October 20252024 filing volumes published
835 filings, including 175 pre-filings, against 577 in 2023 — a rise of 44.7%. Roughly 12% were intra-group reorganisations. The practical effect for investors is that screening is now an ordinary feature of Italian transactions rather than an exceptional one, and that the question “do we even need to file?” is common enough to have its own procedure.
Directive (EU) 2025/25 on digital tools in company law
Introduces an EU Company Certificate accepted in all member states as proof of incorporation, and a European Digital Power of Attorney accepted as proof of authority to represent a company. It removes the apostille requirement for registrations and notarial documents issued in other member states. Member states must transpose by 31 July 2027, with national rules applying from 1 August 2028.
Relevant to document legalisation timetables on cross-border filesWhat we publish
Three notes, not a content calendar.
A short list is a choice. We would rather publish three things worth reading than thirty that restate the regime, and we would rather be honest about why the list is short than pad it.
- A rule that is being misread in practice, with what the misreading costs
- A change that makes earlier analysis wrong — those go into the tracker first, then into a note if they need explaining
- A scenario clients keep arriving with, described properly once so we can stop describing it in calls
- An honest correction where something we published turns out to be wrong
- Summaries of the regime that add nothing to the primary legislation
- Commentary on transactions we are not instructed on
- Predictions about how the authority will treat a particular deal
- Anything drawn from a client matter, in any anonymised form
We do not run a mailing list, because we do not keep a database of readers. Clients who need the changes tracked against their own obligations take the AI regulatory retainer or the Golden Power watch, where the tracking is done against their register rather than published generally.
Next step
Reading this because something is already in motion?
Send the outline of your transaction. We run a conflicts check, then reply with scope and fee within one business day — and tell you plainly if you do not need a screening at all.
These notes and the regime tracker are general information about Italian foreign-investment screening under Decree-Law 21/2012 as amended and about Law 132/2025 on artificial intelligence. They are not legal advice, they do not create a lawyer–client relationship, and they must not be relied on for any transaction. Entries describing implementing decrees under Law 132/2025 refer to measures approved preliminarily on 10 June 2026 that remain subject to change before final adoption. Thresholds, sector definitions and procedural rules are amended periodically and are verified against the consolidated legislation in every engagement.