The Milan Prosecutor's Office is preparing to send a detailed justification to Italy's Chamber of Deputies this week, defending its request to access private messages between a senior Treasury official and nine high-ranking politicians—including Economy Minister Giancarlo Giorgetti and Deputy Prime Minister Matteo Salvini—in connection with an ongoing probe into the MPS-Mediobanca takeover.
The report, which could arrive within hours or at most by early next week, will address concerns raised by the Chamber's Authorization Committee, which is tasked with safeguarding parliamentary immunity. At issue: whether prosecutors have sufficient legal grounds to breach the constitutional protection of parliamentary correspondence, especially when the lawmakers themselves are not under investigation.
Why This Matters
• Parliamentary immunity under scrutiny: The case tests the limits of constitutional safeguards for elected officials in financial investigations.
• Key dates at stake: The messages relate to a November 13, 2024 accelerated share sale of 15% of MPS stock by the Ministry of Economy, worth roughly €1.1B.
• Major banking consolidation: The MPS acquisition of Mediobanca—finalized in October 2025 at €16.5B—is now subject to criminal inquiry over alleged undisclosed coordination.
The Parliamentary Chat Controversy
The messages in question were found on the seized phone of Marcello Sala, the former director-general of Italy's Treasury and current chairman of Nexi. Sala is not a suspect but was questioned as an informed witness. Prosecutors Luca Gaglio and Giovanni Polizzi, along with Deputy Prosecutor Roberto Pellicano, sent formal requests to the presidents of both chambers in May, arguing that the chats are essential to reconstructing events around the Accelerated Book Building (ABB) procedure used to sell the government's stake in MPS.
The Authorization Committee has asked prosecutors to clarify two main points: the specific legal necessity for accessing the communications, and the technical process used to extract and select messages that reference parliamentarians. Sala himself indicated the existence of these exchanges during questioning.
The Chamber may defer a final decision until September, but the prosecution has warned that denial could seriously hamper what it describes as an investigation into one of Italy's most significant banking consolidations.
What the Investigation Is Really About
At the center of the probe is the question of whether Francesco Gaetano Caltagirone, Francesco Milleri (representing Delfin, the investment vehicle of the Del Vecchio family), and Luigi Lovaglio, CEO of MPS, coordinated their actions to engineer the acquisition of Mediobanca with the ultimate goal of gaining influence over Assicurazioni Generali, Italy's largest insurer.
Prosecutors are examining the November 13, 2024 ABB sale—managed by Banca Akros on behalf of the Ministry of Economy—to determine if the operation was structured to favor predetermined investors. The procedure, completed overnight, saw the government offload 15% of MPS shares to institutional investors. Investigators suspect the final allocation of shares may have been part of a concerted strategy rather than the result of independent market decisions.
The ABB mechanism itself is designed for speed: it allows large blocks of shares to be sold within hours, typically between market close and the next opening, targeting institutional buyers and often offering a discount to incentivize rapid commitment. While efficient, the process is also opaque, and prosecutors believe the November 2024 sale may have been manipulated to accelerate MPS's path toward Mediobanca.
A Timeline of the Takeover
The MPS bid for Mediobanca began as an unsolicited all-share offer in January 2025. Mediobanca's board initially rejected the approach, calling it hostile and financially unsound. But by June 2025, the European Central Bank authorized MPS to proceed. By September 2025, MPS had crossed the threshold, securing over 38% of Mediobanca's capital. By month's end, that figure had surged to 86.3%.
The €16.5B deal was finalized in October 2025, creating one of Italy's largest banking groups. In November 2025, prosecutors opened the criminal investigation. By February 2026, MPS announced it would delist Mediobanca while preserving its brand. The merger-by-incorporation plan was approved in March 2026, with an exchange ratio of 2.45 MPS shares for each Mediobanca share. Final integration is slated for Q4 2026, with projected synergies of around €700M annually.
Mediobanca reported record profits of €711M in the six months through June 2026, underscoring the financial strength of the entity MPS is absorbing.
Impact on Investors and the Italian Banking Sector
For shareholders and market participants, the investigation introduces uncertainty into what has otherwise been portrayed as a strategic consolidation. If prosecutors establish that the acquisition was built on undisclosed coordination, regulators could impose sanctions, unwind parts of the transaction, or require structural remedies. For minority investors in both MPS and Mediobanca, this could translate to volatility or dilution.
The case also has broader implications for how Italy manages state-owned financial assets. The Ministry of Economy has used ABB procedures repeatedly since November 2023 to divest its holdings in MPS, reducing its stake from nearly 40% to around 11.7% by late 2024. Minister Giorgetti has publicly described ABB as "one of the best solutions" for privatization, but the current probe may force a reassessment of the transparency and safeguards surrounding these rapid-fire sales.
The government has indicated it will retain its remaining MPS stake at least until the conclusion of Intesa Sanpaolo's pending public offer, to avoid interfering with ongoing M&A activity.
Constitutional Tensions and Procedural Precedent
The request to access parliamentary chats has revived debates over the scope of constitutional immunity in Italy. Article 68 of the Italian Constitution protects members of parliament from searches and seizures of correspondence without prior authorization from their chamber. The provision is intended to shield lawmakers from politically motivated prosecutions, but critics argue it can also obstruct legitimate investigations into corruption or financial misconduct.
The Chamber's Authorization Committee must balance these concerns. Granting access could set a precedent for future probes involving elected officials; denying it risks appearing to prioritize political privilege over accountability in a case involving billions in public assets.
The prosecutors' forthcoming report will need to demonstrate not only that the messages are materially relevant but also that alternative investigative avenues have been exhausted. Legal observers note that the outcome will be closely watched by both judicial and political actors across Italy.
What Comes Next
The Chamber is expected to review the prosecutors' clarifications and may convene hearings or request additional documentation before making a decision. If authorization is granted, the Milan Prosecutor's Office will proceed with analyzing the communications and potentially expand its inquiry. If denied, prosecutors may seek judicial review or pivot to other evidence.
Meanwhile, the merger between MPS and Mediobanca continues on schedule, with both boards approving the final integration project in early August. The combined entity is poised to become a dominant force in Italian retail and investment banking, but the shadow of the criminal investigation will linger until prosecutors either close the case or bring formal charges.
For residents and investors in Italy, the saga underscores the complex interplay between state-led privatization, constitutional safeguards, and corporate governance in one of Europe's most politically sensitive banking markets.
