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S3 · Both gates · FlagshipCan Rome stop this deal — and what happens after it closes?
One pre-signing document answering both questions on the same facts: whether Italian screening applies to the transaction, and what Italian AI law will demand of the business from the day it operates. No other firm currently produces it, because the two halves sit in different departments everywhere else.
Why one document
Two regimes, one transaction, one set of facts.
Artificial intelligence is a critical technology for Golden Power purposes. So a non-EU buyer taking ten per cent or more of an Italian AI business engages state screening — the deal freezes until Rome clears it. Separately, Law 132/2025 has applied since 10 October 2025 and layers Italian obligations on top of the EU AI Act from the day that business operates.
Both analyses run on the same underlying facts: what the target actually builds, and who ultimately controls the buyer. Commissioned separately, they are produced by two firms, from two fact-gathering exercises, and nobody reconciles the answers.
They also interact. Conditions attached at clearance frequently bear on data, models, source code, personnel and technology access — which changes the AI compliance position materially. A clearance analysis that ignores the AI layer, or an AI assessment that ignores what the government may impose, is half an answer each.
Golden Power
Whether the transaction requires notification, and what that does to the deal calendar.
- Sector classification against the strategic-asset definitions, including the critical-technology limb
- Investor nationality traced to ultimate control through every level of the chain
- Threshold and trigger analysis, with greenfield and intra-group exposure tested expressly
- Standstill of 45 business days modelled against signing and closing
- Exposure if wrong: up to 3% of turnover and a void agreement
Law 132/2025
What the Italian AI layer will require of the business you are buying or building.
- Every AI and automated decision system classified under the AI Act and under Law 132/2025
- Workplace disclosure duties: system logic, data parameters, accuracy metrics, human oversight
- The employment-decision rule, where draft decrees provide that dismissals in breach are void
- Supervision mapped: AgID, ACN and the sectoral regulator where one applies
- Draft decrees provide for penalties up to €35 million or 7% of worldwide turnover
When to commission it
Five transactions where one answer is not enough.
If your target is a technology business and your ultimate control sits outside the European Union, assume both gates are engaged until an assessment says otherwise.
Acquiring an Italian AI company
The clearest case. Critical technology for screening purposes, and a business whose product is the thing Law 132/2025 governs.
Buying a business that quietly uses AI
Logistics, insurance, recruitment, healthcare and lending targets increasingly run automated decision systems that nobody in the data room calls AI.
Greenfield technology operations
Establishing an Italian development or data centre from scratch. Greenfield by non-EU investors is caught above the 10% line, and the AI obligations attach as soon as you employ anyone.
Moving AI assets inside your group
Intra-group transfers of models, data or R&D capability into or out of Italy engage screening, and change who carries the AI obligations afterwards.
Sell-side preparation
A seller who knows both answers controls the process. One who discovers a standstill and an AI gap during exclusivity does not.
Investment committee approval
Where the committee will not release funds without written regulatory analysis, and two separate memoranda from two firms will not reconcile.
What we need from you
One fact base, gathered once.
The saving over two separate engagements starts here: you describe the business and the structure a single time, and both analyses are built from the same record.
The ten-day clock starts when the facts are complete. Gaps are raised on day one, not at the end.
What the target does
Products, technology and customers in substance, not the registered business purpose.
Ownership chain of the acquirer
Traced to ultimate beneficial owners, with nationalities and any state ownership or influence.
Deal structure
Instrument, stake, value, whether control passes, and the intended signing and closing dates.
AI and automated system inventory
Including bought-in tools nobody thinks of as AI: scoring, scheduling, triage, screening, pricing.
Where each system is used
Recruitment, performance, credit, clinical support, customer decisions — the use determines the obligation.
Employee notices and HR policies
What staff have already been told about automated processing, and in what form.
Vendor documentation
Model cards, technical files and supplier terms where they exist.
Sector context
Health, finance and insurance carry their own overlay under both regimes.
The ten days
Sequential, because each answer conditions the next.
Classification decides which thresholds apply. The investor analysis decides which column of the threshold table is read. Only then does the arithmetic mean anything — and only then can the AI conclusion be written knowing what the government may impose.
Facts, conflicts and inventory
Conflicts cleared before the transaction is discussed in detail. Intake reviewed across both regimes, and the AI system inventory tested for the tools that were left out of it.
Sector classification and investor chain
The target tested against the strategic-asset definitions, and EU or non-EU status determined at every relevant level of the ownership chain.
Thresholds and triggers
Thresholds applied to the structure, with greenfield, intra-group, staged acquisitions, options and pledges tested expressly rather than assumed away.
AI classification and obligations
Each system placed under the AI Act risk tiers and under the sector rules of Law 132/2025, with the workplace and employment-decision duties assessed on the facts.
Interaction
Where a likely clearance condition would bear on data, models, personnel or technology access, the AI conclusion is rewritten to account for it.
Deal-document recommendations, review, signature
Conditions precedent, warranties, indemnities and a long-stop date that survives the standstill. Reviewed and signed by Italian qualified counsel, then delivered with a call.
What you receive
Three parts and a conclusion an investment committee can read.
Written for three readers: the deal lead who needs the answer, the general counsel who needs the reasoning, and whoever later asks why this decision was taken. The first page is for the first reader.
Conclusion
One page. Does the deal require notification, what will Italian AI law demand afterwards, what has to change in the documents, and what the calendar now looks like. Written to be circulated without the rest.
Golden Power screening
Facts relied on, sector classification argued against the definitions, investor chain traced, threshold and trigger conclusion, route recommendation, standstill modelled, residual risk stated.
AI exposure under Law 132/2025
System-by-system classification, the obligations attaching to each, gaps ranked by severity and by enforceability date, the employment-decision finding stated separately, and a watch list of what the pending decrees will add.
Interaction and deal documents
Where the two regimes bear on each other, and what that means for conditions precedent, warranties, indemnities, the long-stop date and post-closing integration steps.
Consolidated calendar
Standstill, filing windows and AI remediation milestones on one timeline against your signing, closing and integration dates.
What it changes
The recommendations that reach the documents.
This is the part clients tell us they could not get from either half separately, and the reason the report is commissioned before signing rather than during diligence.
Conditions precedent
Clearance drafted as a condition where notification is required, with the mechanics of who files, who bears the cost and what happens if conditions are attached rather than refused.
Long-stop date
A date that survives 45 business days plus extensions. Long-stops agreed without the standstill in mind are the commonest casualty of a screening filing.
Warranties and indemnities
AI compliance warranties that reflect what Law 132/2025 actually requires, rather than generic technology wording, and an indemnity position for the gaps found.
Standstill conduct
What the buyer may and may not do while voting rights are frozen — a period during which ordinary integration planning can itself become a problem.
Post-closing obligations
Who owns each remediation item, by when, and how any clearance conditions are carried into the group's governance.
Price and risk allocation
Where a finding is material, the report gives you the basis to price it or to allocate it — before the number is agreed rather than after.
Fair questions
Why not commission the two halves separately?
Often the right structure on a large deal, and we are frequently engaged alongside both. On a mid-market transaction it means two mandates, two fact-gathering exercises and two memoranda that were never written to be read together.
The specific failure we see is a clearance analysis produced without knowing which systems the target runs, and an AI assessment produced without knowing that the government may impose conditions on those systems.
Law 132/2025 applies to the use of AI, not to selling it. A logistics business running automated route and shift allocation, or an insurer using automated triage, carries workplace and employment-decision duties whatever it calls itself. That also affects the Golden Power analysis, because critical technology is assessed on capability rather than on marketing.
Yes, and often you should. Clearance Screening answers the deal-stopping question alone in five days. If it concludes a filing is required, or if the target turns out to run material AI systems, the entry clearance is the natural upgrade and the screening fee is credited against it.
The statute has been in force since October 2025 and its workplace duties apply now. What remains preliminary is the implementing detail, including the penalty structure, approved in draft on 10 June 2026. We state clearly which findings are enforceable today and which arrive with the decrees — and that distinction is itself useful for sequencing remediation.
Fee and terms
Fixed after scoping, and less than the two halves.
The range reflects complexity: a single-shareholder acquisition of a clearly classified target with three AI systems sits at the bottom; a multi-jurisdiction chain, a contestable sector classification and an inventory of thirty systems sits at the top. We quote after a short scoping call and confirm in writing before work begins.
What is included
Both analyses, the interaction section, deal-document recommendations, the consolidated calendar, Italian counsel review and signature, and a call with your team. One round of follow-up questions as a matter of course.
Credit for earlier work
Where you have already taken a Clearance Screening from us on the same transaction, its fee is credited in full against the entry clearance.
What is not included
Any filing. Merger control. Legal due diligence. Tax structuring. Remediation of the AI gaps found, which is a separate engagement. Screening for jurisdictions other than Italy.
Questions
Before you engage.
Is this diligence, or advice?
Advice on two specific regimes, on facts you give us. It is not legal due diligence on the target: we do not review its contracts, its employment position or its intellectual property, and we do not verify what you tell us about the business except where an inconsistency is visible on its face.
Can it be delivered faster than ten days?
Sometimes, and we will say honestly whether your facts allow it. The Golden Power half can usually be compressed where classification is straightforward. The AI half is limited by how quickly the system inventory can be assembled on your side, which is almost always the constraint.
Who can rely on the report?
The addressee named in the engagement letter. If the report needs to be addressed to a fund, a co-investor or a lender, or reliance extended to a third party, tell us at scoping — that is a documentation question we settle at the outset rather than renegotiate later.
We are buying a group with entities in several countries.
The report covers the Italian position. Where the structure engages screening regimes elsewhere in the European Union, we say so and identify which — but we do not analyse them, and you should not treat silence about another jurisdiction as clearance in it.
What if the AI half finds something serious?
Then you know before signing rather than after, which is the entire point. The report ranks findings by severity and by whether they are enforceable now or with the pending decrees, and gives you the basis to price the exposure, allocate it by indemnity, or make remediation a condition. Remediation itself is a separate engagement.
Related
Where this sits.
Request entry clearance
Both answers, before you sign, in ten days.
Tell us what the target does, where the ultimate investor is controlled, what you are acquiring, and roughly what the business runs. We confirm scope and fee within one business day.
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 and about Law 132/2025 on artificial intelligence. It is not legal advice, it does not create a lawyer–client relationship, and it must not be relied on for any transaction. Descriptions of implementing decrees under Law 132/2025 refer to measures approved preliminarily on 10 June 2026 that remain subject to change before final adoption. Legal positions are issued only under engagement and are signed by Italian qualified counsel; notification filings are conducted with Italian co-counsel.