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.

The governance and management of the company is a responsibility of the management body.

SPAs

The main bodies involved in the governance and management of the companies vary based on the model that the shareholders choose to adopt at the time of the incorporation of the company, or subsequently.

The most common model of corporate governance is the traditional model (modello tradizionale), which entails that the company is managed either by:

  • a sole director (amministratore unico), or
  • a board of directors composed of two or more directors (consiglio di amministrazione).

Alternatively, the company may adopt one of the following models:

  • in the one-tier or monistic model (modello monistico), the company is managed by a board of directors appointed by the shareholders, which elects the management control committee (comitato per il controllo sulla gestione) from among its members;
  • in the two-tier or dualistic model (modello dualistico), the company is managed by a management board (consiglio di gestione) which is appointed by the supervisory board (consiglio di sorveglianza). The supervisory board is appointed by the shareholders.

In the case of companies with publicly traded shares, the 2006 Corporate Governance Code establishes the rule that the company must provide prior information on the reasons why and manner(s) in which it intends to adopt a non-traditional model.

SRLs

In the case of SRLs, the management body might be either:

  • a sole director;
  • two or more directors, with joint or separate powers, or
  • a board of directors composed of two or more directors.
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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