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.

In general, companies must – within 30 days of approval by the quotaholders’/shareholders’ meeting – file the annual financial statements, along with (if required by law) the reports of the directors, the auditors and the external auditing firm, with the companies’ registry kept at the competent Chamber of Commerce.

In accordance with Article 154-ter TUF, companies with publicly traded shares shall make available to the public (at the company's headquarters, website and by the other means established by CONSOB), in addition to the annual financial statements, a six-month financial report containing a simplified half-year statement, interim management report and, where applicable, six-month statements from the statutory auditor or external auditor.

Most of the corporate governance arrangements are included in the bylaws of the company, which must be communicated to the Chamber of Commerce and are therefore publicly available.

However, pursuant to Article 2341-bis ICC some arrangements may be included in separate agreements between shareholders in order to regularise the ownership structure or the management of the company (so-called 'patti parasociali'). These agreements may relate to the exercise of voting rights, the limitation of the transfer of shares/quotas and the exercise, jointly or otherwise, of a dominant influence on the company.

In general, there is no statutory requirement obliging the companies to disclose these arrangements. 

An exception is provided with regard to companies with publicly-traded shares (and their parent companies), where shareholders agreements must be:

  • communicated to CONSOB within five days;
  • published in extract form in the national daily newspapers within ten days;
  • filed with the companies registry of the place where the company has its registered office within 15 days; and
  • communicated to the listed companies.

All companies are obliged to communicate to the companies’ registry the appointment of directors (with specification of the chairman of the board, if any), statutory auditors, external auditing firms and attorneys-in-fact (procuratori) within certain deadlines, as well as the powers granted to directors, officers and attorneys-in-fact.

In addition to information concerning the corporate governance of the company, mandatory disclosures to the Chamber of Commerce shall be made in relation to other sets of information, such as the name and registered office of the company, the corporate capital (with details of the quota held by each shareholder), the name of the company exercising direction and coordination and the indication of insolvency proceedings affecting the company, if any.

All such information is displayed in the excerpt of the company (visura), which can be obtained from the Chamber of Commerce.

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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