Last Updated June 21, 2019

Law and Practice

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CMS Adonnino Ascoli & Cavasola Scamoni is unique in its composition, which combines extensive local and international expertise in order to assist clients with all types of cross-border issues. The Italian corporate team (with offices in Milan and Rome) comprises over 30 professionals and is best known for its knowledge leadership, especially in the energy, life sciences, automotive and media sectors. It has strength in mid-market deals, with a number of long-term clients in this area. Recent highlight deals include international transactions concerning Total, including assisting Total Marketing Services SA and ERG Spa with the sale of TotalERG Spa to API Spa (Anonima Petroli Italiana S.p.A) and providing assistance to Moneygram with respect to restructuring after Brexit. The firm also concluded several high-value deals in 2018, with clients including NMS Group, Telit, and Cuki. It covers all corporate-related practice areas.

Business organisations in Italy may be categorised into two main categories, namely:

  • partnerships, including collective partnerships (società in nome collettivo), limited partnerships (società in accomandita semplice) and simple partnerships (società semplici); and
  • corporations, including limited joint-stock partnerships (società in accomandita per azioni), limited liability companies (società a responsabilità limitata) (SRLs) and joint-stock companies (società per azioni) (SPAs).

The main difference between the abovementioned types of business organisations is that only the shareholders of SPAs and the quotaholders of SRLs enjoy limited liability to the extent of the paid-up capital, while participants in partnerships can be held liable (without limits) for the activity of the organisations in which they take part. Moreover, partnerships have a simplified organisational structure.

SRLs and SPAs are the most common types of limited liability corporations and this chapter will therefore be limited to describing these forms of organisation.

While their governance is similar and, in many cases, rules governing SPAs are applicable to SRLs, there are some differences concerning their management and control, related to the fact that SRLs allow for a greater degree of flexibility from the perspective of corporate governance and control.

Only SPAs can be listed and traded on the Italian Stock Exchange.

The main source of corporate governance requirements is the Italian Civil Code (ICC), which includes the most relevant provisions concerning the corporate governance of companies incorporated in Italy.

In addition to the ICC, mandatory requirements for publicly listed companies are also laid down in Legislative Decree no 58/1998, called the Consolidated Financial Act (TUF), which provides, inter alia, additional integrity and independence requirements that must be fulfilled by the individuals performing management and control roles in companies with publicly traded shares.

The 2006 Corporate Governance Code issued by the Italian Stock Exchange (Codice di Autodisciplina) lays down further rules on the corporate governance of companies with publicly traded shares. Even though these rules are not binding, such companies must keep the market and their shareholders informed of their governance structure and degree of compliance with the code.

CMS Adonnino Ascoli & Cavasola Scamoni

Galleria Passarella 1
20122 Milan
Italy

+39 02 89 28 38 00

+39 02 48 01 29 14

daniela.murer@cms-aacs.com www.cms.law
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Authors



CMS Adonnino Ascoli & Cavasola Scamoni is unique in its composition, which combines extensive local and international expertise in order to assist clients with all types of cross-border issues. The Italian corporate team (with offices in Milan and Rome) comprises over 30 professionals and is best known for its knowledge leadership, especially in the energy, life sciences, automotive and media sectors. It has strength in mid-market deals, with a number of long-term clients in this area. Recent highlight deals include international transactions concerning Total, including assisting Total Marketing Services SA and ERG Spa with the sale of TotalERG Spa to API Spa (Anonima Petroli Italiana S.p.A) and providing assistance to Moneygram with respect to restructuring after Brexit. The firm also concluded several high-value deals in 2018, with clients including NMS Group, Telit, and Cuki. It covers all corporate-related practice areas.

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