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S1 · Golden Power · DiagnosticDoes Golden Power apply to your deal?
A written, signed answer in five business days — before you sign, before you commit to a site, before an internal reorganisation completes. With the reasoning set out so your board, your lenders and the other side's counsel can read it.
The question
One question, answered in a form you can rely on.
Golden Power is not a filter you pass through at the end. It is a duty that sits on the parties from the moment a transaction is contemplated, and there is no authority that writes to warn you it applies. If it did apply and no notification was made, the agreement is null and void — the acquirer has paid for something the law does not recognise it as owning — and a penalty of up to 3% of turnover sits on top.
So the useful question is narrow: does this transaction require notification, and on what legal basis? That is what a screening answers. It does not assess your tax position, it does not review the target's contracts, and it does not run a merger control analysis. It answers one thing properly.
The output is a document, not a phone call. Written reasoning is what lets a board approve a signing, a lender release funds, and buy-side counsel accept a warranty. A verbal "probably fine" does none of those things.
When you need one
Six situations that should trigger a screening.
The first two are widely understood. The remaining four produce most of the filings that go wrong, because nothing about them feels like a regulated transaction.
Acquiring an Italian target
Any stake in a business touching energy, transport, communications, health, agri-food, finance, semiconductors, critical raw materials or critical technologies — including AI, cyber, robotics and biotech.
Taking control from a non-EU parent
Where the acquirer's ultimate control sits outside the European Union, thresholds fall to 10% with a one million euro floor in most strategic sectors — and to 3% in defence and national security.
Setting up in Italy from scratch
Greenfield operations by non-EU investors are caught. A foreign group establishing an Italian subsidiary in a strategic sector may need clearance before it starts trading.
Reorganising your own group
Intra-group mergers, transfers and restructurings over strategic assets require notification. Moving your Italian subsidiary between your own holding companies is a transaction for these purposes.
Building a stake in stages
Thresholds are measured cumulatively. A position built over several tranches can cross a line that no single tranche would have crossed on its own.
Financing against Italian shares
Pledges do not automatically trigger notification where voting rights stay with the pledgor, following the Council of State in December 2025 — but enforcement, when voting rights pass, is a different question.
What we need from you
Eight inputs. Most clients have seven of them already.
The five-day clock starts when the facts are complete, not when the engagement letter is signed. Sending these together at the outset is the single thing that keeps a screening on schedule.
Where something is missing we say so on day one rather than at the end, and we will tell you whether it materially changes the analysis or only the confidence level.
What the target does
Products, services, technology and customers in substance — not the registered business purpose or the registry code.
Customer profile
Whether any customer is public sector, defence, or an operator of critical infrastructure.
Ownership chain of the acquirer
Traced to ultimate beneficial owners with nationalities, including any state ownership or state influence.
Deal structure
Instrument, stake, value, whether control passes, and the intended signing and closing dates.
Shareholder arrangements
Any agreement, option, convertible or veto right that affects control in substance rather than on the register.
Prior transactions
Earlier tranches or existing holdings in the same target, because thresholds are cumulative.
For greenfield
The planned Italian activity, the assets and technology involved, and where they will sit.
For intra-group
Current and target structure charts, and what is moving between which entities.
The five days
From complete facts to a signed conclusion.
Sequential, because each step depends on the one before it. Classification determines which thresholds apply; the investor analysis determines which column of the threshold table is read; only then does the arithmetic mean anything.
Facts and conflicts
Conflicts cleared before the transaction is discussed in detail. Intake reviewed, gaps identified and raised the same day. Where the facts as given already point to a clear answer, we say so immediately rather than running the clock.
Sector classification
The target tested against the strategic-asset definitions in the implementing decrees, including the critical-technology limb where artificial intelligence, cybersecurity, robotics, biotech and aerospace sit. This is usually the hardest part of the analysis and the part most often got wrong.
Investor analysis
EU or non-EU status determined at every relevant level of the ownership chain, not at the entity signing the contract. Funds looked through to controlling persons; state ownership and state influence flagged separately.
Thresholds and triggers
Thresholds applied to the structure, with greenfield, intra-group, staged acquisitions, options and pledges tested expressly rather than assumed away. Edge questions identified and resolved or flagged.
Conclusion, review and signature
Route recommended, standstill modelled against your calendar, residual risk stated with the facts that would change the answer. Reviewed and signed by Italian qualified counsel, then delivered with a call to walk you through it.
What you receive
The memorandum, section by section.
Written to be read by three different people: the deal lead who needs the answer, the general counsel who needs the reasoning, and whoever later asks why this decision was taken. Nothing in it is boilerplate about the regime in general.
Conclusion
The answer in one paragraph on the first page: notification required, not required, or arguable — with the confidence level stated plainly rather than implied.
Facts relied on
Everything the conclusion rests on, listed. If a fact turns out to be wrong, this section tells you immediately whether the conclusion moves.
Sector classification
Why the target does or does not hold strategic assets, argued against the specific definitions rather than asserted, including the critical-technology analysis where relevant.
Investor analysis
The ownership chain as traced, with EU or non-EU status determined at each level and the reasoning for the determination.
Threshold and trigger application
Which threshold applies and why, how the transaction structure engages it, and the express treatment of greenfield, intra-group, staged and option-based exposure.
Route recommendation
No filing, voluntary pre-notification, or full notification — with the trade-offs of each set out, including what pre-notification costs you in calendar and visibility.
Calendar impact
The standstill modelled against your signing and closing dates, with the practical consequences for long-stop dates and conditions precedent.
Residual risk
What we are not certain about, what could change the answer, and what would have to happen for the conclusion to stop being reliable.
What happens next
Two outcomes, and both of them are useful.
No notification required
The most common result. You get a document that closes the question for the transaction as structured, and that your counterparties can be shown.
- Signing proceeds without a standstill
- The memorandum supports the warranty position in the deal documents
- The conclusion is accurate on today's facts — and stops being accurate when the group structure or the Italian activity changes
- Where the client is a group that reorganises regularly, the natural follow-on is quarterly monitoring rather than a fresh screening each time
Notification required
The memorandum tells you which route, and the calendar consequence, before the deal documents are finalised rather than after.
- Where classification is arguable, pre-notification gives a determination in thirty days
- Otherwise a full notification runs 45 business days plus extensions, with the transaction frozen throughout
- Conditions precedent and long-stop dates adjusted while there is still time to adjust them
- Filings are conducted with Italian co-counsel who file regularly
Fair questions
Why not just ask the firm already on the deal?
Often true, and where they have a dedicated FDI practice you should use them. Two things are worth checking first: whether the firm has actually run Italian screening matters rather than adjacent European ones, and what the analysis will cost inside a transaction mandate at partner rates.
We are frequently engaged alongside deal counsel rather than instead of them, and we are comfortable being introduced that way.
That says nothing about this. Golden Power and merger control are separate regimes, with separate authorities, separate tests and separate timetables. A transaction can be cleared by the competition authority and still be conditioned or blocked under Golden Power.
Size is not a defence — there is a monetary floor of one million euro for certain non-EU cases, but no general small-company exemption. What matters is what the target does. A twelve-person software company can hold a critical technology; a large manufacturer may hold nothing strategic at all.
Check the chain before relying on that. Status is determined by ultimate control, so an EU-incorporated holding company controlled from outside the Union is treated as a non-EU investor. And in defence and national security every investor is caught from 3%, including Italian ones.
Sometimes the right call, and pre-notification exists precisely for that. But a filing is not costless: it freezes the transaction, it puts the deal in front of the authority earlier than you may want, and an unnecessary notification still consumes 45 business days of calendar. The screening tells you whether that price is worth paying.
Fee and terms
Fixed after scoping. It does not move afterwards.
The range reflects complexity, not negotiation: a single-shareholder acquisition of a clearly classified target sits at the bottom, a multi-jurisdiction chain with a contestable sector classification and staged consideration sits at the top. We quote the number after a short scoping call and confirm it in writing before any work begins.
What is included
The full analysis, the memorandum, Italian counsel review and signature, and a call to walk your team through the conclusion. One round of follow-up questions is included as a matter of course.
What is not
Any filing. Merger control. Legal due diligence on the target. Tax structuring. Screening analysis for jurisdictions other than Italy — though we will tell you when another regime is likely to be engaged.
If facts change materially
A restructured transaction is a new analysis, and we will say so before doing the work rather than after. Minor amendments that do not move the conclusion are covered by the original fee.
Questions
Before you engage.
Can you do it faster than five days?
Sometimes, and we will tell you honestly whether the specific facts allow it. Where the target's classification is straightforward and the ownership chain is short, a conclusion can be reached sooner. Where classification is contestable, compressing the analysis mostly compresses the care taken over the part that matters most.
Is the memorandum something we can share?
Yes. It is written to be shown to your board, your lenders and the counterparty's counsel, and it is addressed accordingly. If you need it addressed to a specific recipient or reliance extended to a third party, tell us at scoping — that is a documentation question we handle at the outset rather than a renegotiation later.
What if the answer is that we should have filed already?
Then you need to know that as early as possible, and the analysis of remedial options depends heavily on the specific facts and on how the transaction was documented. We will set out the position and the realistic routes; where litigation or a negotiated approach with the authority is indicated, we bring in Italian co-counsel.
Do you need to know the price we are paying?
Yes, because a monetary floor applies in certain non-EU cases and because the consideration structure can affect when a threshold is crossed. Commercially sensitive figures are covered by the engagement's confidentiality terms, and we do not need the underlying valuation work.
We are the seller, not the buyer. Is this useful to us?
Very. A seller who discovers at signing that the buyer's structure triggers a 45-business-day standstill has lost control of their own timetable. Sell-side screening lets you price that risk into the process, set realistic long-stop dates, and test whether a bidder's structure is deliverable before you shortlist them.
How do you handle conflicts?
We run a conflicts check before any transaction is discussed in detail, using only the minimum information needed to run it. If we are conflicted we say so immediately and, where we can, point you to someone who is not.
Related
Where this sits.
Request a screening
Send the facts. Answer in five days.
Tell us what the target does, where the ultimate investor is controlled, and what you are acquiring or building. We confirm scope and fee within one business day — and we will tell you plainly if you do not need a screening at all.
Fees shown are indicative ranges for engagements of typical scope, confirmed in writing before work begins; they are not a binding quotation. This page is general information about Italian foreign-investment screening under Decree-Law 21/2012 as amended. It is not legal advice, it does not create a lawyer–client relationship, and it must not be relied on for any transaction. Thresholds and sector definitions are set by implementing decrees amended periodically and are verified against the consolidated legislation in every engagement. Screening memoranda are issued only under engagement and are signed by Italian qualified counsel; notification filings are conducted with Italian co-counsel.