The International Comparative Legal Guide to: Lending ...

The International Comparative Legal Guide to: Lending & Secured Finance 2019

7th Edition

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The International Comparative Legal Guide to:

A practical cross-border insight into lending and secured finance

7th Edition

Lending & Secured Finance 2019

ICLGAllen & Overy LLPAnderson Mori & TomotsuneAsia Pacific Loan Market Association (APLMA)AstreaBaker & McKenzie LLPBravo da Costa, Saraiva – Sociedade de AdvogadosCadwalader, Wickersham & Taft LLPCareyCarey Olsen Jersey LLPCordero & Cordero AbogadosCriales & UrculloCuatrecasasDavis Polk & Wardwell LLPDebevoise & Plimpton LLPDechert LLPDillon EustaceDrew & Napier LLCE & G Economides LLCE. Schaffer & Co.Fellner Wratzfeld & PartnersFreshfields Bruckhaus Deringer LLPFried, Frank, Harris, Shriver & Jacobson LLPGonzalez Calvillo, S.C.

Haynes and Boone, LLPHogan Lovells International LLPHolland & KnightHSBCIKT Law FirmJadek & PensaJPM Janković Popović MitićKelobang Godisang AttorneysKing & Wood MallesonsLatham & Watkins LLPLee and Li, Attorneys-at-LawLloreda Camacho & Co.Loan Market AssociationLoan Syndications and Trading AssociationLoyens & Loeff Luxembourg S.à r.l.Macesic & Partners LLCMaples GroupMarval, O’Farrell & MairalMcMillan LLPMilbank LLPMorgan, Lewis & Bockius LLPMorrison & Foerster LLPNielsen Nørager Law Firm LLP

Norton Rose Fulbright US LLPOrrick Herrington & Sutcliffe LLPPestalozzi Attorneys at Law LtdPinheiro Neto AdvogadosPLMJ AdvogadosPloumProskauer Rose LLPRodner, Martínez & AsociadosSardelas Liarikos Petsa Law FirmSeward & Kissel LLPShearman & Sterling LLPSkadden, Arps, Slate, Meagher & Flom LLPŠkubla & Partneri s. r. o.SZA Schilling, Zutt & Anschütz Rechtsanwaltsgesellschaft mbH Trofin & AsociațiiTTA – Sociedade de AdvogadosWakefield Quin LimitedWalalangi & Partners (in association with Nishimura & Asahi)Weil, Gotshal & Manges LLPWhite & Case LLP

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DisclaimerThis publication is for general information purposes only. It does not purport to provide comprehensive full legal or other advice.Global Legal Group Ltd. and the contributors accept no responsibility for losses that may arise from reliance upon information contained in this publication.This publication is intended to give an indication of legal issues upon which you may need advice. Full legal advice should be taken from a qualified professional when dealing with specific situations.

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General Chapters:

Continued Overleaf


Contributing EditorThomas Mellor, Morgan, Lewis & Bockius LLP

PublisherRory Smith

Sales DirectorFlorjan Osmani

Account DirectorOliver Smith

Senior EditorsCaroline Collingwood Rachel Williams

EditorSam Friend

Group Consulting EditorAlan Falach

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ISBN 978-1-912509-65-2ISSN 2050-9847

Strategic Partners

4 An Introduction to Legal Risk and Structuring Cross-Border Lending Transactions – Thomas Mellor & Marcus Marsh, Morgan, Lewis & Bockius LLP 15

5 Global Trends in the Leveraged Loan Market in 2018 – Joshua W. Thompson & Korey Fevzi, Shearman & Sterling LLP 20

6 Developments in Delayed Draw Term Loans – Meyer C. Dworkin & Samantha Hait, Davis Polk & Wardwell LLP 26

7 Commercial Lending in a Changing Regulatory Environment, 2019 and Beyond – Bill Satchell & Elizabeth Leckie, Allen & Overy LLP 30

8 Acquisition Financing in the United States: Will the Boom Continue? – Geoffrey R. Peck & Mark S. Wojciechowski, Morrison & Foerster LLP 34

9 A Comparative Overview of Transatlantic Intercreditor Agreements – Lauren Hanrahan & Suhrud Mehta, Milbank LLP 39

10 A Comparison of Key Provisions in U.S. and European Leveraged Loan Agreements – Sarah M. Ward & Mark L. Darley, Skadden, Arps, Slate, Meagher & Flom LLP 46

11 The Global Subscription Credit Facility and Fund Finance Markets – Key Trends and Forecasts – Michael C. Mascia & Wesley A. Misson, Cadwalader, Wickersham & Taft LLP 59

12 Recent Developments in U.S. Term Loan B – Denise Ryan & Kyle Lakin, Freshfields Bruckhaus Deringer LLP 63

13 The Continued Growth of European Covenant Lite – James Chesterman & Jane Summers, Latham & Watkins LLP 70

14 Cross-Border Loans – What You Need to Know – Judah Frogel & Jonathan Homer, Allen & Overy LLP 73

15 Debt Retirement in Leveraged Financings – Scott B. Selinger & Ryan T. Rafferty, Debevoise & Plimpton LLP 82

16 Analysis and Update on the Continuing Evolution of Terms in Private Credit Transactions – Sandra Lee Montgomery & Michelle Lee Iodice, Proskauer Rose LLP 88

17 Secondments as a Periscope into the Client and How to Leverage the Secondment Experience – Alanna Chang, HSBC 95

18 Trade Finance on the Blockchain: 2019 Update – Josias Dewey, Holland & Knight 98

19 The Global Private Credit Market: 2019 Update – Jeff Norton & Ben J. Leese, Dechert LLP 104

20 Investment Grade Acquisition Financing Commitments – Julian S.H. Chung & Stewart A. Kagan, Fried, Frank, Harris, Shriver & Jacobson LLP 109

21 Acquisition Financing in Latin America: Navigating Diverse Legal Complexities in the Region – Sabrena Silver & Anna Andreeva, White & Case LLP 114

22 Developments in Midstream Oil and Gas Finance in the United States – Elena Maria Millerman & John Donaleski, White & Case LLP 121

23 Margin Loans: The Complexities of Pre-IPO Acquired Shares – Craig Unterberg & LeAnn Chen, Haynes and Boone, LLP 127

24 CreditAgreementProvisionsandConflictsBetweenUSSanctionsandBlockingStatutes – Roshelle A. Nagar & Ted Posner, Weil, Gotshal & Manges LLP 132

25 SOFR So Good? The Transition Away from LIBOR Begins in the United States – Kalyan (“Kal”) Das & Y. Daphne Coelho-Adam, Seward & Kissel LLP 137

Editorial Chapters: 1 Loan Syndications and Trading: An Overview of the Syndicated Loan Market – Bridget Marsh &

Tess Virmani, Loan Syndications and Trading Association 1

2 Loan Market Association – An Overview – Nigel Houghton & Hannah Vanstone, Loan Market Association 6

3 AsiaPacificLoanMarketAssociation–AnOverview – Andrew Ferguson, Asia Pacific Loan Market Association (APLMA) 12

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Continued Overleaf

Country Question and Answer Chapters:


29 Angola Bravo da Costa, Saraiva – Sociedade de Advogados / PLMJ: Bruno Xavier de Pina & Joana Marques dos Reis 159

30 Argentina Marval, O’Farrell & Mairal: Juan M. Diehl Moreno & Diego A. Chighizola 165

31 Australia King & Wood Mallesons: Yuen-Yee Cho & Elizabeth Hundt Russell 174

32 Austria Fellner Wratzfeld & Partners: Markus Fellner & Florian Kranebitter 183

33 Belgium Astrea: Dieter Veestraeten 193

34 Bermuda Wakefield Quin Limited: Erik L Gotfredsen & Jemima Fearnside 199

35 Bolivia Criales & Urcullo: Andrea Mariah Urcullo Pereira & Daniel Mariaca Alvarez 207

36 Botswana Kelobang Godisang Attorneys: Wandipa T. Kelobang & Laone Queen Moreki 214

37 Brazil Pinheiro Neto Advogados: Ricardo Simões Russo & Leonardo Baptista Rodrigues Cruz 221

38 British Virgin Islands Maples Group: Michael Gagie & Matthew Gilbert 230

39 Canada McMillan LLP: Jeff Rogers & Don Waters 237

40 Cayman Islands Maples Group: Tina Meigh 247

41 Chile Carey: Diego Peralta 255

42 China King & Wood Mallesons: Stanley Zhou & Jack Wang 262

43 Colombia Lloreda Camacho & Co.: Santiago Gutiérrez & Juan Sebastián Peredo 269

44 Costa Rica Cordero & Cordero Abogados: Hernán Cordero Maduro & Ricardo Cordero B. 276

45 Croatia Macesic & Partners LLC: Ivana Manovelo 284

46 Cyprus E & G Economides LLC: Marinella Kilikitas & George Economides 292

47 Denmark Nielsen Nørager Law Firm LLP: Thomas Melchior Fischer & Peter Lyck 300

48 England Allen & Overy LLP: David Campbell & Oleg Khomenko 307

49 Finland White & Case LLP: Tanja Törnkvist & Krista Rekola 316

50 France Orrick Herrington & Sutcliffe LLP: Emmanuel Ringeval & Cristina Radu 324

51 Germany SZA Schilling, Zutt & Anschütz Rechtsanwaltsgesellschaft mbH: Dr. Dietrich F. R. Stiller & Dr. Andreas Herr 335

52 Greece Sardelas Liarikos Petsa Law Firm: Panagiotis (Notis) Sardelas & Konstantina (Nantia) Kalogiannidi 344

53 Hong Kong King & Wood Mallesons: Richard Mazzochi & Khin Voong 352

54 Indonesia Walalangi & Partners (in association with Nishimura & Asahi): Luky I. Walalangi & Siti Kemala Nuraida 360

55 Ireland Dillon Eustace: Conor Keaveny & Richard Lacken 366

56 Israel E. Schaffer & Co.: Ehud (Udi) Schaffer & Shiri Ish Shalom 375

57 Italy Allen & Overy Studio Legale Associato: Stefano Sennhauser & Alessandra Pirozzolo 381

58 Ivory Coast IKT Law Firm: Annick Imboua-Niava & Osther Tella 390

59 Japan Anderson Mori & Tomotsune: Taro Awataguchi & Yuki Kohmaru 396

60 Jersey Carey Olsen Jersey LLP: Robin Smith & Laura McConnell 404

61 Luxembourg Loyens & Loeff Luxembourg S.à r.l.: Antoine Fortier-Grethen 414

62 Mexico Gonzalez Calvillo, S.C.: José Ignacio Rivero Andere & Jacinto Avalos Capin 422

63 Mozambique TTA – Sociedade de Advogados / PLMJ: Gonçalo dos Reis Martins & Nuno Morgado Pereira 430

General Chapters:

26 Developments in the Syndicated Term Loan Market: Will Historical Distinctions from the High-Yield Bond Market Be Restored? – Joseph F. Giannini & Adrienne Sebring, Norton Rose Fulbright US LLP 141

27 Green Finance – Alex Harrison & Andrew Carey, Hogan Lovells International LLP 144

28 U.S.TaxReformandEffectsonCross-BorderFinancing – Patrick M. Cox, Baker & McKenzie LLP 149

Continued Overleaf

EDITORIAL

Welcome to the seventh edition of The International Comparative Legal Guide to: Lending & Secured Finance.This guide provides corporate counsel and international practitioners with a comprehensive worldwide legal analysis of the laws and regulations of lending and secured finance.It is divided into three main sections:Three editorial chapters. These are overview chapters and have been contributed by the LSTA, the LMA and the APLMA.Twenty-five general chapters. These chapters are designed to provide readers with an overview of key issues affecting lending and secured finance, particularly from the perspective of a multi-jurisdictional transaction.Country question and answer chapters. These provide a broad overview of common issues in lending and secured finance laws and regulations in 51 jurisdictions.All chapters are written by leading lending and secured finance lawyers and industry specialists and we are extremely grateful for their excellent contributions.Special thanks are reserved for the contributing editor Thomas Mellor of Morgan, Lewis & Bockius LLP for his invaluable assistance.Global Legal Group hopes that you find this guide practical and interesting.The International Comparative Legal Guide series is also available online at www.iclg.com.

Alan Falach LL.M. Group Consulting Editor Global Legal Group [email protected]

Country Question and Answer Chapters:


64 Netherlands Ploum: Tom Ensink & Alette Brehm 437

65 Portugal PLMJ Advogados: Gonçalo dos Reis Martins 445

66 Romania Trofin & Asociații: Valentin Trofin & Mihaela Atanasiu 452

67 Russia Morgan, Lewis & Bockius LLP: Grigory Marinichev & Alexey Chertov 462

68 Serbia JPM Janković Popović Mitić: Nenad Popović & Nikola Poznanović 470

69 Singapore Drew & Napier LLC: Pauline Chong & Renu Menon 477

70 Slovakia Škubla & Partneri s. r. o.: Marián Šulík & Zuzana Moravčíková Kolenová 487

71 Slovenia Jadek & Pensa: Andraž Jadek & Žiga Urankar 494

72 South Africa Allen & Overy LLP: Lionel Shawe & Lisa Botha 504

73 Spain Cuatrecasas: Manuel Follía & Iñigo Várez 514

74 Sweden White & Case LLP: Carl Hugo Parment & Tobias Johansson 525

75 Switzerland Pestalozzi Attorneys at Law Ltd: Oliver Widmer & Urs Klöti 532

76 Taiwan Lee and Li, Attorneys-at-Law: Hsin-Lan Hsu & Odin Hsu 541

77 UAE Morgan, Lewis & Bockius LLP: Victoria Mesquita Wlazlo & Amanjit K. Fagura 549

78 USA Morgan, Lewis & Bockius LLP: Thomas Mellor & Rick Eisenbiegler 564

79 Venezuela Rodner, Martínez & Asociados: Jaime Martínez Estévez 576

ICLG TO: LENDING & SECURED FINANCE 2019 381WWW.ICLG.COM© Published and reproduced with kind permission by Global Legal Group Ltd, London

Chapter 57

Allen & Overy Studio Legale Associato

Stefano Sennhauser

Alessandra Pirozzolo

Italy

1.2 What are some significant lending transactions that have taken place in your jurisdiction in recent years?

A EUR 1.7bn term facility granted by a pool of banks comprising, among others, Banca IMI, Crédit Agricole, Goldman Sachs International, Intesa Sanpaolo and Mediobanca (advised by Allen & Overy) to Prysmian Group S.p.A. for its acquisition of General Cable Corporation.A financing granted to Playtech (a leading listed company in the gambling industry assisted by Allen & Overy) for its acquisition of a 70% stake in the share capital of Italian betting company Snaitech from Global Games and OI Games, for an estimated value of EUR 846m. Playtech subsequently made a mandatory takeover offer for all the remaining shares in Snaitech.A new EUR 5bn revolving credit facility granted by a pool of banks (advised by Allen & Overy) to Italian telecommunications company TIM.A financing granted to EG Group (a leading petrol forecourt retail convenience operator advised by Allen & Overy) for the acquisition of the going concern consisting of approximately 1,200 Esso-branded service stations located throughout Italy from Esso Italiana, the ExxonMobil Group Italian holding company. The acquisition financing for the Italian assets, enabling EG Group to enter the Italian market, was part of the wider financing granted to EG Group for its acquisition of Exxon Mobil Group retail assets in other countries, including Germany.A EUR 3.5bn seven-year financing granted by a pool of banks, the European Investment Bank and Cassa Depositi e Prestiti to Open Fiber to help fund the development of its ultrafast broadband network across Italy. The deal is the largest ever financing for a fibre optic network in the EMEA region. A new EUR 1.75bn five-year credit facility granted to Atlantia to refinance the bridge loan obtained in May 2018 to finance Atlantia’s acquisition of investments in Abertis and Hochtief. On the same date, Atlantia obtained a five-year revolving credit facility of EUR 1.250bn for general corporate purposes.

2 Guarantees

2.1 Can a company guarantee borrowings of one or more other members of its corporate group (see below for questions relating to fraudulent transfer/financial assistance)?

An Italian company can guarantee borrowings of one or more

1 Overview

1.1 What are the main trends/significant developments in the lending markets in your jurisdiction?

With a view to increasing the competitiveness of the Italian lending market during the credit crunch, a number of laws have been introduced by the Italian legislator in recent years. In particular:■ new players have been given access to the lending market by

including them among the entities licensed to lend directly to Italian entities (for further details, see Section 10);

■ non-listed companies have been given access to bond financings; and

■ the tax regime has been rendered more favourable by extending the application of certain tax benefits (i.e. the exemption from withholding tax over interest and the substitutive tax regime).

Furthermore, new and more flexible types of in rem security interests have been introduced into the Italian legal system:■ the non-possessory pledge over movable assets (for further

details, see question 3.7); and■ the security transfer of real property (patto marciano) (for

further details, see question 3.3).Moreover, an organic reform to the Italian bankruptcy law has been recently adopted by the Italian Government (after consultation with the Parliamentary Committees) and is expected to come into force (with potential minor amendments) by the end of 2019/beginning of 2020. The main features of the reform include, inter alia: (i) the introduction of the notion of group insolvency; (ii) an “early warning” system aimed at anticipating and preventing the occurrence of insolvency situations; (iii) several amendments to the rules governing composition agreement with creditors (concordato preventivo), debt restructuring agreements (accordo di ristrutturazione) and judicial liquidation proceedings (previously fallimento); and, more generally, (iv) the introduction of a coherent and uniform legislative framework of insolvency in Italy. Until the prospected reform enters into force, the current provisions of the Italian bankruptcy law still continue to apply (for further details, see Section 8).Finally, the Italian lending market is expected to be affected by the outcome of Brexit. In the event of a hard Brexit, banks established in the UK may be treated as foreign (non-EU) banks, and, consequently, automatically lose their European passport. As a result, the principle of freedom to provide services and the principle of freedom of establishment would no longer apply to them. Most UK banks will use subsidiaries established within the EU (to which certain assets will be transferred) to engage in lending transactions in Italy (and in the rest of the EU).

WWW.ICLG.COM382 ICLG TO: LENDING & SECURED FINANCE 2019© Published and reproduced with kind permission by Global Legal Group Ltd, London

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2.5 Are net worth, solvency or similar limitations imposed on the amount of a guarantee?

The most relevant limits on the amount of a guarantee that can be issued are:■ limits arising from financial assistance provisions. For further

details, see Section 4;■ limits arising from corporate benefit rules. For further details,

see question 2.2 above; and■ pursuant to Article 1938 of the Italian civil code, the guarantor

may only guarantee future obligations if an overall maximum guaranteed amount is set.

2.6 Are there any exchange control or similar obstacles to enforcement of a guarantee?

Under Italian law, there are no exchange control or similar restrictions to the enforcement of a guarantee.

3 Collateral Security

3.1 What types of collateral are available to secure lending obligations?

The forms of collateral mainly used in Italian financing transactions are the following:■ Mortgage over real property, ships or aircraft.■ Security transfer of real property (patto marciano).■ Special privilege over certain movable assets.■ Pledge over a private company’s shares.■ Pledge over marketable securities.■ Pledge or assignment by way of security of receivables.■ Pledge over bank accounts.■ Pledge over intellectual property.■ Pledge over goods.■ Non-possessory pledge over movable assets (subject to the

implementation of the relevant register).

3.2 Is it possible to give asset security by means of a general security agreement or is an agreement required in relation to each type of asset? Briefly, what is the procedure?

Italian law does not provide for a universal corporate security interest covering all existing and future assets generically. But most common assets can be the subject of separate security.

3.3 Can collateral security be taken over real property (land), plant, machinery and equipment? Briefly, what is the procedure?

Real property mortgageThe mortgage deed must be signed before an Italian notary and the mortgaged property must be specified in detail. After-acquired property, including unplanned buildings, must be mortgaged when acquired. The deed should be registered in the local land registry to be enforceable against third parties (renewable after 20 years). Priority ranks from the date and time of registration. There is no advance priority reservation.

other members of its corporate group subject to certain limits. See questions 2.2, 2.5 and Section 4 for further details.

2.2 Are there enforceability or other concerns (such as director liability) if only a disproportionately small (or no) benefit to the guaranteeing/securing company can be shown?

In order for an Italian company to grant a guarantee or security, there must be a corporate benefit. Whilst corporate benefit for a downstream guarantee or security is usually self-evident, the validity and effectiveness of an upstream or cross-stream guarantee or security granted by an Italian company depends on the existence of an actual benefit as direct or indirect “consideration” for entering into the guarantee or security.Undervalue guarantees or security may be a breach of the directors’ duties to act in the interests of the company, which can sometimes render them personally liable. The “business judgement” rule is strict and the risk of director liability can be high. Common directorships (conflicts of interest) increase risk – arrange for independent boards, if possible. Guarantees by companies whose directors have an interest in the guaranteed or secured company have increased risk. Italian law does not, except for certain limited and specific purposes (such as antitrust law), recognise the concept of the “group” or “group interest” and, therefore, the group interest in a transaction is not a sufficient ground to exclude the application of the ultra vires doctrine. Articles 2497 et seq. of the Italian civil code set out the general rules applying to any entity which, by virtue of a controlling or similar relationship (not necessarily granted by a majority stake), exercises the activity of direction and coordination (attività di direzione e coordinamento) over the companies in its group. In particular, article 2497 provides that if the holding company, in the exercise of the activity of direction and coordination, breaches the principles of the correct corporate and entrepreneurial management in order to pursue its own interest (or the interest of a third party), it is directly liable vis-à-vis the shareholders of the subsidiary for compromising the profitability of the subsidiary, as well as towards the subsidiary’s creditors for having put at risk the integrity of the share capital of the subsidiary. In the case of bankruptcy of the subsidiary, the action pertaining to the creditors against the holding company may be exercised by the insolvency receiver of the bankrupt subsidiary.

2.3 Is lack of corporate power an issue?

According to articles 2384 and 2475-bis of the Italian civil code, lack of corporate power deriving from the by-laws or a corporate resolution of a joint stock company or limited liability company, as well as the existence of a director’s personal or a third party’s interest in a transaction, cannot be raised against a counterparty unless it proves that the counterparty has acted for the purpose of damaging the company.

2.4 Are any governmental or other consents or filings, or other formalities (such as shareholder approval), required?

The granting of a guarantee must be permitted under the by-laws of the company. Management bodies’ and shareholders’ resolutions may be required, in accordance with the by-laws.The granting of guarantees vis-à-vis the public is considered a form of lending and, as a consequence, it is an activity that can be carried out exclusively by entities licensed to carry out lending activities in Italy. For further details, see Section 10.

Allen & Overy Studio Legale Associato Italy


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3.6 Can collateral security be taken over shares in companies incorporated in your jurisdiction? Are the shares in certificated form? Can such security validly be granted under a New York or English law governed document? Briefly, what is the procedure?

Pledge over shares of a società per azioniThe deed of pledge can be non-notarial but must bear a certain date. The pledge must be: (i) registered on the certificates representing the shares – whether by endorsement (girata) performed by the pledgor or by annotation performed by a director of the issuing company; and (ii) annotated in the shareholders’ book of the company for enforceability against, respectively, the creditors and the issuing company. The creditor (directly or through a depository) must take possession of the pledged share certificates.The pledge can cover distributions, new issues of shares and exchanges. The creditor can (and typically does) authorise the debtor to exercise voting rights and collect distributions until the occurrence of a default. Where the creditor has voting rights, consider consolidation, loss of group tax relief, etc.The market seems to tolerate the practice of granting security on Italian shares by a foreign law-governed document; however, for the principle of lex rei sitae, the pledged shares must be transferred to the country of applicable law. Please also take into account the perfection formalities required.Pledge over quotas of a società a responsabilità limitataThe quotas are not represented by certificates. The deed of pledge must be in notarial form and should be registered with the companies register in order for the pledge to be enforceable against third parties. Significant tax implications arise in connection with such registration (for further details, see question 6.4).The pledge must be annotated in the quotaholders’ book of the company in order to be enforceable against the issuing company.

3.7 Can security be taken over inventory? Briefly, what is the procedure?

Pledge over goods with dispossessionThe deed of pledge can be non-notarial but must bear a certain date. This can cover present movable and unregistered assets of the company. Future assets must be separately pledged under new security. See Section 2 for the implications. A right of substitution of the pledged assets may be provided, subject to the value of the replacing goods not exceeding the value of the replaced ones. As from the date of perfection of the pledge, the goods are not available to the pledgor without the cooperation of the secured creditor. The goods must at all times be identifiable. Special rules apply if the assets are deposited with a magazzino generale.Non-possessory pledge over movable assetsAt the present date, it is not possible to create such a pledge since the relevant electronic register set up by the Italian tax authority (Agenzia delle Entrate) has not been created. Once this is available, the non-possessory pledge may be established: ■ to secure financings, whether present or future, granted in

order to run the business. A maximum secured amount must be set;

■ over unregistered movable assets (including receivables and other immaterial assets), whether existing or future and whether determined or determinable, also by making reference to one or more categories of products or to an overall value; and

Security transfer of immovable property (patto marciano)A loan granted to an entrepreneur by a bank, or another entity authorised to grant loans to the public in Italy, may be secured by transferring to the creditor (or to a company in the creditor’s group authorised to purchase, hold, manage and transfer rights in rem in immovable properties), the ownership of a property or of another immovable right of the entrepreneur or of a third party. The transfer is subject to the condition precedent of the debtor defaulting.Special privilege over certain movable assetsThe special privilege deed must be signed before an Italian notary and can only be granted by the debtor to secure facilities with an overall maturity longer than 18 months granted to it by Italian or other EU banks.The special privilege may cover: (a) existing and future equipment, concessions and produced goods of the enterprise; (b) raw materials, semi-manufactured goods, stock, finished goods, fruit, livestock and goods; (c) goods purchased with the loan in respect of which the special privilege is intended to be granted; and (d) present or future receivables arising from the sale of the assets and goods listed in (a) to (c).For validity against creditors, the special privilege must be registered in the special register kept at the competent local court.

3.4 Can collateral security be taken over receivables? Briefly, what is the procedure? Are debtors required to be notified of the security?

Present and future receivables arising under an existing contract can be pledged or assigned. Special rules apply to receivables against public authorities.The deed of assignment of receivables arising out of rental leases having a remaining term exceeding three years must be executed in front of an Italian notary and registered. Receivables arising under future contracts must be pledged/assigned upon their coming into existence. See Section 2 for the implications.The deed of pledge must be in written form. Formalities for rendering the pledge/assignment enforceable against third-party creditors of the pledgor/assignor (including a receiver in the pledgor/assignor’s insolvency) are either a notice of the assignment to, or an express acknowledgement by, the obligor, in each case bearing a date certain at law (data certa) pursuant to Italian law.

3.5 Can collateral security be taken over cash deposited in bank accounts? Briefly, what is the procedure?

A pledge can be granted over cash deposited in bank accounts. For the perfection formalities see question 3.4. New formalities must be put in place every time the account balance changes. There is a risk – also for claw-back purposes – that the pledge purported to be created over each increase in the balance of the relevant account may not exist until the above formalities are carried out and that each pledge should be considered a new and different pledge for all intents and purposes. See Section 2 for the implications. Any utilisation of the money standing to the credit of a pledge account will likely amount to a release of the relevant sum from the security interest.



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4 Financial Assistance

4.1 Are there prohibitions or restrictions on the ability of a company to guarantee and/or give security to support borrowings incurred to finance or refinance the direct or indirect acquisition of: (a) shares of the company; (b) shares of any company which directly or indirectly owns shares in the company; or (c) shares in a sister subsidiary?

(a) Shares of the companyAn Italian company, whether an S.p.A. or S.r.l., is prohibited from providing financial assistance (i.e. granting a loan or providing a guarantee or security) to any entity for financing or refinancing the direct or indirect acquisition or subscription of its own shares. Whitewash for S.p.A. is allowed under certain conditions. Various structures have been implemented in order to mitigate the impact of the financial assistance prohibition. The most frequently used structure involves the merger of the target company into the acquisition vehicle after closing. However, any risk of voidness must be assessed on a case-by-case basis by looking at the transaction as a whole. (b) Shares of any company which directly or indirectly owns

shares in the companyThe same rules described in sub paragraph (a) above apply. (c) Shares in a sister subsidiaryIn principle, there are no restrictions with respect to security or guarantees granted over shares in a sister subsidiary (subject, in any case, to the corporate benefit analysis). However, any risk of voidness must be assessed on a case-by-case basis by looking at the transaction as a whole.

5 Syndicated Lending/Agency/Trustee/Transfers

5.1 Will your jurisdiction recognise the role of an agent or trustee and allow the agent or trustee (rather than each lender acting separately) to enforce the loan documentation and collateral security and to apply the proceeds from the collateral to the claims of all the lenders?

Security must be granted to, and perfected in favour of, each creditor individually. Trusteeship and parallel debt arrangements are generally not recognised in Italy. In syndicated loans, secured creditors appoint an agent on the basis of a mandate (mandato con rappresentanza). The agent is entitled to exercise the secured creditors’ rights and to enforce the security on the basis of the intercreditor arrangements. However, each secured creditor should intervene in the judicial enforcement.

5.2 If an agent or trustee is not recognised in your jurisdiction, is an alternative mechanism available to achieve the effect referred to above which would allow one party to enforce claims on behalf of all the lenders so that individual lenders do not need to enforce their security separately?

See question 5.1.

■ by entry on the aforesaid electronic register. From the date of registration, the pledge acquires its ranking and is enforceable against third parties and in insolvency proceedings. The entry lasts for 10 years and is renewable before expiry.

The pledged assets can be transformed or sold. The pledge is automatically transferred onto the product resulting from the transformation, the consideration deriving from the sale or the substitute asset purchased with that consideration, as applicable, without giving rise to the creation of new security.

3.8 Can a company grant a security interest in order to secure its obligations (i) as a borrower under a credit facility, and (ii) as a guarantor of the obligations of other borrowers and/or guarantors of obligations under a credit facility (see below for questions relating to the giving of guarantees and financial assistance)?

Yes. For limitations, see questions 2.2, 2.5 and Section 4.

3.9 What are the notarisation, registration, stamp duty and other fees (whether related to property value or otherwise) in relation to security over different types of assets?

Excluding taxes (in this respect see Section 6), the fees that could arise in relation to securities relate to the following:■ Notarisation may be necessary for the validity and

enforceability of a security agreement (e.g. real property mortgages) or to certify the date of the security agreement.

■ Stamp duties apply to security agreements which are subject to registration. Stamp duties are based on the number of pages of a security document and are generally not material.

3.10 Do the filing, notification or registration requirements in relation to security over different types of assets involve a significant amount of time or expense?

Yes, depending on the type of security. However, certain security must be registered in Italy for perfection purposes. In such cases, Italian registration taxes will apply.

3.11 Are any regulatory or similar consents required with respect to the creation of security?

In general, no consent is required. However, the consent to the assignment of receivables against public authorities may be required.

3.12 If the borrowings to be secured are under a revolving credit facility, are there any special priority or other concerns?

No, there are not.

3.13 Are there particular documentary or execution requirements (notarisation, execution under power of attorney, counterparts, deeds)?

Certain security documents must be executed in notarial form. For notarial security documents, the parties should provide evidence of their signatory powers.



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In case of proceeds of a claim under a guarantee or proceeds of enforcing security, in accordance with one interpretation of Italian tax law, any such payment would be equal to the payment under the loan and therefore may be subject to the same withholding tax.

6.2 What tax incentives or other incentives are provided preferentially to foreign lenders? What taxes apply to foreign lenders with respect to their loans, mortgages or other security documents, either for the purposes of effectiveness or registration?

Substantial registration taxes, depending on the nature of the security and the features of the facility agreement, may apply. In certain cases, a substitutive tax regime (the Substitutive Tax) may be applicable in order to reduce the indirect taxes ordinarily applicable to the loan and the security package (e.g. registration and mortgage taxes).The Substitutive Tax (generally at the rate of 0.25%) applies, upon the option of the parties, if the loan: (i) is granted, inter alia, by Italian banks (including Italian permanent establishments of EU and non-EU banks), EU banks, Italian securitisation companies and EU collective investment funds; (ii) is entered into within the territory of Italy; and (iii) has a duration exceeding 18 months.Where Substitutive Tax does not apply, the securities are subject to indirect taxes varying from EUR 200 (where the guarantor is securing its own obligations) to 0.5% (where third parties’ obligations are being secured) while mortgage tax is generally levied at a 2% rate on real estate mortgages. Registration taxes may not be payable if the security agreement is executed outside Italy (unless specific events occur, e.g. case of use, explicit reference or voluntary registration). However, certain security must be registered in Italy for perfection purposes, e.g. real estate mortgages, special privileges (certain movables), pledges of quotas of an S.r.l., pledges of intellectual property and mortgages of ships and aircraft. In particular, the granting of a pledge over quotas of an S.r.l. attracts registration tax equal to 0.5% of the amount of the secured obligations where third parties’ obligations are being secured.

6.3 Will any income of a foreign lender become taxable in your jurisdiction solely because of a loan to, or guarantee and/or grant of, security from a company in your jurisdiction?

Generally, a foreign lender granting a loan to an Italian resident entity does not meet the concept of permanent establishment and therefore the lender remains a taxpayer not resident in Italy for fiscal purposes. Please see question 6.1 above for the withholding tax treatment of interest paid by an Italian resident entity to foreign lenders.

6.4 Will there be any other significant costs which would be incurred by foreign lenders in the grant of such loan/guarantee/security, such as notarial fees, etc.?

Notarisation may be necessary for the validity of certain security agreements (e.g. real property mortgages) or to certify the date of the security agreement. Notarial fees can be material, especially in case of real property mortgages, although they are generally negotiable with the public notary.

5.3 Assume a loan is made to a company organised under the laws of your jurisdiction and guaranteed by a guarantor organised under the laws of your jurisdiction. If such loan is transferred by Lender A to Lender B, are there any special requirements necessary to make the loan and guarantee enforceable by Lender B?

Perfection requirements change depending on whether the transfer made by Lender A to Lender B is by transfer of contract (cessione di contratto) or assignment of receivables (cessione del credito).A transfer of contract requires the consent of all parties, including the assigned debtor and guarantor. This can be provided ahead of the assignment, by including an express consent in the relevant loan agreement or guarantee, as applicable.An assignment of receivables: ■ does not require the consent of the assigned debtor and

guarantor, unless the loan agreement or the guarantee, as applicable, expressly prohibits the assignment of the receivables arising therefrom; and

■ must be notified to the debtor and the guarantor, as applicable, or accepted by it.

In order for the assignment to be enforceable against third parties, the notice or acceptance must bear a date certain at law pursuant to Italian law.If the loan is secured, perfection formalities will need to be carried out in order to render the transfer of such security interest enforceable against third parties. However, if the assignment of the loan is carried out pursuant to article 58 of Legislative Decree No. 385 of 1 September 1993 (the “Italian Banking Act”) or to an Italian securitisation vehicle pursuant to Law No. 130/1999 (the “Italian Securitisation Law”), no perfection formalities need to be carried out.Should the receivables be governed by a law other than Italian law, the provisions of Article 14 of Council Regulation (EC) No. 593/2008 of 17 June 2008 on the Law Applicable to Contractual Obligations (the “Rome I Regulation”) will apply, pursuant to which such law will govern the assignability of the receivables and the rights and obligations between the assignee and the assigned debtors (including the enforceability of the assignment against the assigned debtors).

6 Withholding, Stamp and Other Taxes; Notarial and Other Costs

6.1 Are there any requirements to deduct or withhold tax from (a) interest payable on loans made to domestic or foreign lenders, or (b) the proceeds of a claim under a guarantee or the proceeds of enforcing security?

As a general rule, no withholding tax is chargeable on interest payable on loans made to resident lenders. A withholding tax (generally at the rate of 26%) is chargeable on interest payable to a non-Italian resident lender (unless it is lending through an Italian branch to which the loan is effectively connected). The withholding tax can be reduced under the provisions of the double tax treaty applicable between Italy and the country of residence of the beneficial owner of the interest.Moreover, no withholding tax applies to interest paid by Italian entrepreneurs on medium/long-term loans if extended, inter alia, by credit institutions established in the EU and institutional investors subject to regulatory supervision established in countries that allow an adequate exchange of information with Italy.



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proceedings is normally enforceable, it would take approximately 10 years to obtain a final and binding judgment (due to appeals, the complexity of the case at stake or a court with a busy docket). The Recast Brussels Regulation, in the absence of any contestation raised by the defendant, should theoretically speed up the proceedings aimed at the recognition and enforcement of a judgment granted in a Member State. On the contrary, the so-called acknowledgment proceedings of a judgment granted in a non-European country usually last one year to one-and-a-half years, depending on the agenda of the Court and issues relating to the complexity of the case at stake.Enforcement proceedings last approximately three to four years and the duration is largely linked to the specific type of assets foreclosed by the creditor.

7.4 With respect to enforcing collateral security, are there any significant restrictions which may impact the timing and value of enforcement, such as (a) a requirement for a public auction, or (b) regulatory consents?

The enforcement of collateral security normally depends on the nature of the secured assets as well as on the ranking of the security itself. In particular, a security interest may be enforced:■ by means of a forced sale of the charged assets;■ for certain assets by means of a private sale, if so agreed by

the parties in the original security agreement or at any time thereafter (pre- or post-default);

■ through a public notary, a lawyer or an accountant, in certain stages of the enforcement proceeding; or

■ in the case of marketable securities with an available market value, by an authorised broker on the market.

Financial collateral created under Legislative Decree No. 170 of 21 May 2004 (the “Financial Collateral Decree”, which has implemented the financial collateral directive in Italy) may be enforced by appropriation or private sale.

7.5 Do restrictions apply to foreign lenders in the event of (a) filing suit against a company in your jurisdiction, or (b) foreclosure on collateral security?

Generally no restrictions apply for foreign lenders.

7.6 Do the bankruptcy, reorganisation or similar laws in your jurisdiction provide for any kind of moratorium on enforcement of lender claims? If so, does the moratorium apply to the enforcement of collateral security?

The bankruptcy of the debtor, as well as its submission to reorganisation proceedings (i.e. concordato preventivo, accordi di ristrutturazione, pre-concordato and concordato preventivo con continuità aziendale), affect the secured creditor’s right to enforce the security. Upon the commencement of such proceedings, and subject to certain exceptions (see question 8.1), all the enforcement actions made by creditors are stayed and creditors must file a claim within a defined period.

7.7 Will the courts in your jurisdiction recognise and enforce an arbitral award given against the company without re-examination of the merits?

Italy is party to the 1958 New York Convention, which establishes the conditions under which arbitral awards can be recognised and enforced within the contracting states.

6.5 Are there any adverse consequences for a company that is a borrower (such as under thin capitalisation principles) if some or all of the lenders are organised under the laws of a jurisdiction other than your own? Please disregard withholding tax concerns for purposes of this question.

Starting from 2016, no specific adverse consequences are provided by Italian law in case of loans extended by foreign lenders (until 2015, a specific black list costs regime was applicable).

7 Judicial Enforcement

7.1 Will the courts in your jurisdiction recognise a governing law in a contract that is the law of another jurisdiction (a “foreign governing law”)? Will courts in your jurisdiction enforce a contract that has a foreign governing law?

According to article 3 of the Rome I Regulation on the law applicable to contractual obligations, the parties to an agreement are generally free to choose the law governing the agreement. However, pursuant to article 3.3 of the Rome I Regulation, if a contract is in breach of Italian public policy (ordine pubblico) or mandatory rules (norme di applicazione necessaria), Italian Courts will not enforce such agreement.

7.2 Will the courts in your jurisdiction recognise and enforce a judgment given against a company in New York courts or English courts (a “foreign judgment”) without re-examination of the merits of the case?

European countriesIn particular, article 36 of EU Regulation No. 1215/2012 (the “Recast Brussels Regulation”) provides that a judgment issued by the court of an EU Member State shall be recognised in the other Member States “without any special procedure being required”. While the UK is still part of the European Union, the Recast Brussels Regulation continues to apply, whereas, in case of a hard Brexit, it will cease to apply to it.Non-European countries (e.g. New York)The acknowledgment and enforcement of decisions issued by courts belonging to jurisdictions outside of the European Union is generally governed by Law No. 218 of 31 May 1995. The enforcement of a foreign decision in the Italian territory requires the filing of a petition before the Court of Appeal of the place where the enforcement shall then take place. Such proceedings usually last six months to one year, and the order authorising the enforcement of the foreign decision in Italy fully entitles the creditor to seek enforcement over the debtor’s assets.

7.3 Assuming a company is in payment default under a loan agreement or a guarantee agreement and has no legal defence to payment, approximately how long would it take for a foreign lender to (a) assuming the answer to question 7.1 is yes, file a suit against the company in a court in your jurisdiction, obtain a judgment, and enforce the judgment against the assets of the company, and (b) assuming the answer to question 7.2 is yes, enforce a foreign judgment in a court in your jurisdiction against the assets of the company?

The average length of first instance proceedings in Italy is approximately four years. Although a judgment issued at the end of first instance



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In addition, special insolvency proceedings are applicable to large corporations (grandi imprese), public entities (enti pubblici) and regulated entities such as banks and insurance companies.

8.4 Are there any processes other than court proceedings that are available to a creditor to seize the assets of a company in an enforcement?

Pursuant to the Financial Collateral Decree, the beneficiary of financial collateral may, under certain conditions, satisfy its claims by way of appropriation or private sale without the involvement of the court, even whilst a bankruptcy proceeding is pending.For certain types of security, such as pledges over shares, the parties may also agree – in the original security agreement or at any time thereafter – that the enforcement can take place by means of a private sale.

9 Jurisdiction and Waiver of Immunity

9.1 Is a party’s submission to a foreign jurisdiction legally binding and enforceable under the laws of your jurisdiction?

An Italian Court will generally decline jurisdiction if the parties have submitted a dispute (either present or future) to the jurisdiction of a foreign court, subject to compliance with certain mandatory principles of law.

9.2 Is a party’s waiver of sovereign immunity legally binding and enforceable under the laws of your jurisdiction?

Italian companies are generally not subject to sovereign immunity. In principle, waiver of sovereign immunity is not prohibited under Italian law. However the possibility for governmental or other public agencies and relevant personnel to waive their sovereign immunity should be assessed on a case-by-case basis.

10 Licensing

10.1 What are the licensing and other eligibility requirements in your jurisdiction for lenders to a company in your jurisdiction, if any? Are these licensing and eligibility requirements different for a “foreign” lender (i.e. a lender that is not located in your jurisdiction)? In connection with any such requirements, is a distinction made under the laws of your jurisdiction between a lender that is a bank versus a lender that is a non-bank? If there are such requirements in your jurisdiction, what are the consequences for a lender that has not satisfied such requirements but has nonetheless made a loan to a company in your jurisdiction? What are the licensing and other eligibility requirements in your jurisdiction for an agent under a syndicated facility for lenders to a company in your jurisdiction?

Lending activity in Italy, to the extent it is conducted on a professional basis and is addressed to the general public, is regulated by the provisions set out under the Italian Banking Act and its implementing regulations. Pursuant to these, the only entities authorised to carry out lending activities in Italy are the following:

An Italian Court will declare the effectiveness of arbitral awards inaudita altera parte provided that: (i) the litigation falls within the scope of the arbitration agreement pursuant to Italian law; and (ii) the contents of the arbitral award comply with Italian public policy. The counterparty is entitled to challenge such decision before the competent Court of Appeal within 30 days from its notification.

8 Bankruptcy Proceedings

8.1 How does a bankruptcy proceeding in respect of a company affect the ability of a lender to enforce its rights as a secured party over the collateral security?

Upon the declaration of bankruptcy, enforcement and preservation actions (azioni esecutive e cautelari) on a debtor’s assets are stayed, with very few exceptions (such as: (i) enforcement actions on mortgaged assets according to mortgage credit rules (credito fondiario) as set out in Italian Banking Act; (ii) in very limited cases and under certain circumstances, creditors secured by a lien (pegno) or a privilege (privilegio); and (iii) enforcement of financial collateral arrangements pursuant to the Financial Collateral Decree.

8.2 Are there any preference periods, clawback rights or other preferential creditors’ rights (e.g., tax debts, employees’ claims) with respect to the security?

Some acts, transactions and security interests may be subject to bankruptcy claw-back actions if such acts have been perfected during the so-called suspect period (from six months to one year depending on the circumstances), with very few exceptions. In particular, payments of debts which are due and payable may be clawed back if made in the six-month period preceding the declaration of bankruptcy.Acts through which the debtor disposes of its assets may, under some conditions, be declared ineffective as a result of an ordinary claw-back action.Gratuitous acts (atti a titolo gratuito) and prepayments (pagamenti anticipati) are ex lege ineffective if such acts have been made during the two-year period preceding the declaration of bankruptcy. In particular, prepayments can be revoked during such two-year period irrespective of whether the recipient was aware of the state of insolvency of the debtor.Certain claims – expressly identified by operation of law (such as Italian tax and national social security contributions, employee arrears of wages or salary, etc.) – are preferred in the distribution of proceeds arising from the liquidation of the bankrupt’s estate.

8.3 Are there any entities that are excluded from bankruptcy proceedings and, if so, what is the applicable legislation?

Companies carrying out commercial activity can be subject to the bankruptcy proceedings. Moreover, a company may be declared bankrupt when its size exceeds certain thresholds related to annual balance sheet assets, annual gross proceeds or indebtedness.Italian companies which do not meet the above-mentioned thresholds (and physical persons in a situation of over-indebtedness) are subject to smaller bankruptcy proceedings (so-called procedura da sovraindebitamento).



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11 Other Matters

11.1 Are there any other material considerations which should be taken into account by lenders when participating in financings in your jurisdiction?

Under Italian law, the granting of financings is subject to certain mandatory rules relating to:■ Usury: in Italian law financing transactions, the applicable rate

of interest (plus applicable fees and expenses) cannot exceed a certain threshold (which varies depending on the type of financing transaction) determined by the Bank of Italy on a quarterly basis.

■ Compounding of interest: this is generally prohibited in financing transactions, save for certain limited cases.

■ Transparency: financing transactions entered into by banks and financial intermediaries where the terms and conditions are unilaterally imposed by such entities and are not subject to individual negotiation with the client are subject to certain mandatory rules enacted by the Bank of Italy which are aimed at simplifying the understanding of the legal and economic terms of the financing transaction by the client.

AcknowledgmentThe authors would like to acknowledge the contribution of their colleague Pietro Scarfone for this chapter.Pietro is a dual-qualified banking and finance partner (English and Italian law) with more than 15 years’ experience of advising domestic and international clients (both lenders and borrowers) in the areas of leveraged finance, acquisition finance, general corporate lending, real estate finance, infrastructure and ECA-backed finance and debt restructuring.Pietro Scarfone, PartnerTel: +39 02 290 491 / Email: [email protected]

■ licensed banks, which include:■ Italian banks;■ EU passported banks; and■ non-EU banks licensed in Italy;

■ financial institutions enrolled in a special register held by the Bank of Italy pursuant to Article 106 of the Italian Banking Act;

■ EU-based financial companies that are controlled by a bank incorporated in the same EU country;

■ securitisation special purpose vehicles incorporated pursuant to the Italian Securitisation Law;

■ Italian insurance companies; and■ following certain relatively recent amendments introduced

into the Italian legal system, Italian alternative close-ended investment funds and, subject to particular conditions and requirements, EU alternative close-ended investment funds.

Banks which are not established in an EU Member State may only engage in lending in Italy if they are explicitly authorised to do so (and granted a licence to this effect) by the Bank of Italy.Lending activity (described in the relevant regulations as “the granting of finance in whatever form”) includes the traditional direct granting of loans as well as other activities (including issues of guarantees, leasing, factoring and the purchase of receivables for consideration) which amount to lending.The violation of the prohibition described above may lead to a variety of penalties and sanctions, depending on the actual circumstances of the relevant case and which, in addition to severe monetary penalties, may in certain cases also involve criminal charges.A specific set of exemptions is provided for intragroup financings, where such financings are made in favour of parent companies, subsidiaries and affiliates and, more generally, to companies belonging to the same group, but with certain further restrictions if the lending is in the form of purchase of receivables.



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Allen & Overy is a full-service global elite law firm headquartered in London. Our commitment to help our clients deliver their global strategies has seen us build a truly global network now spanning 44 offices in 31 countries. We have also developed strong ties with more than 450 relationship firms in 118 countries where we do not have a presence. In this way we are able to deliver high-quality advice in 99% of the world’s economies.

For more than 20 years, Allen & Overy has been one of Italy’s premier legal practices, offering domestic and cross-border legal services to the world’s leading corporations and financial institutions. Based in Milan and Rome, our lawyers have an in-depth knowledge of the local market and its related dynamics and players, and are able to combine that with our international reach and sector expertise.

Stefano is head of Allen & Overy’s Italian Banking practice and has over 25 years’ experience of advising on banking and structured finance matters with particular specialisations in leveraged and acquisition financing, real estate finance, corporate and infrastructure financing, debt restructuring, public and private securitisation transactions and NPL transactions. Most recently he has been working with banks and alternative finance providers on innovative transactions that combine banking tools with structured finance techniques. In 2017, he was appointed Senior Partner of the Italian offices of Allen & Overy.

Stefano SennhauserAllen & Overy Studio Legale AssociatoVia Manzoni 41/4320121 MilanItaly

Tel: +39 02 290 491Fax: +39 02 290 493 33Email: [email protected]: www.allenovery.com

Alessandra is a Milan-based associate with substantial experience of advising borrowers and lenders on leveraged and acquisition finance, syndicated loans, corporate lending and real estate finance. She has significant experience in restructuring processes and structured finance.

Alessandra PirozzoloAllen & Overy Studio Legale AssociatoVia Manzoni 41/4320121 MilanItaly

Tel: +39 02 290 491Fax: +39 02 290 493 33Email: [email protected]: www.allenovery.com


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