Last Updated June 21, 2019

Law and Practice

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.

As a general rule, the Italian legal framework concerning corporate governance is based on the principle that the management body is responsible for setting up a proper system of governance and controls, which must be tailored to the type and size of the company and to the activities carried out.

The directors are liable vis-à-vis the company, shareholders and third parties for any damage that may be caused as a consequence of an improper design of the corporate governance of the company.

The main recent development concerning corporate governance in Italy was carried out with Legislative Decree no 14/2019, the 'Code of Crisis and Insolvency', published in the Official Gazette no 38 of 14 February 2019.

Within a wide-reaching reform of the legal framework governing financial crises and insolvency procedures, the Italian legislator amended a number of provisions of the ICC to ensure a more responsible approach to corporate crises.

In general, the reform strengthened the duties and responsibilities of directors related to obligations to:

  • set up a proper organisational, administrative and accounting governance structure;
  • take action without delay for the adoption and implementation of the tools for overcoming the crisis and the recovery of business continuity; and
  • in the event of a crisis, limit the management activity to the preservation of the company’s assets.

The majority of the provisions of the Code of Crisis and Insolvency will enter into force 18 months after its publication date, ie, on 14 August 2020. However, few provisions amending the ICC became effective on 16 March 2019, including, for example, those setting forth new and lower thresholds for the appointment of the controlling/auditing body in SRLs, in accordance with Article 2477(3) ICC.

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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