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

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

7th Edition

allenovery.com ICLG The International Comparative Legal Guide to: Lending & Secured Finance 2019 7th Edition

A practical cross-border insight into lending and secured finance

Allen & Overy LLP Haynes and Boone, LLP Norton Rose Fulbright US LLP Anderson Mori & Tomotsune Hogan Lovells International LLP Orrick Herrington & Sutcliffe LLP Asia Pacific Loan Market Association (APLMA) Holland & Knight Pestalozzi Attorneys at Law Ltd Astrea HSBC Pinheiro Neto Advogados Baker & McKenzie LLP IKT Law Firm PLMJ Advogados Bravo da Costa, Saraiva – Sociedade de Jadek & Pensa Ploum Advogados JPM Janković Popović Mitić Proskauer Rose LLP Cadwalader, Wickersham & Taft LLP Kelobang Godisang Attorneys Rodner, Martínez & Asociados Carey King & Wood Mallesons Sardelas Liarikos Petsa Law Firm Carey Olsen Jersey LLP Latham & Watkins LLP Seward & Kissel LLP Cordero & Cordero Abogados Lee and Li, Attorneys-at-Law Shearman & Sterling LLP Criales & Urcullo Lloreda Camacho & Co. Skadden, Arps, Slate, Meagher & Flom LLP Cuatrecasas Loan Market Association Škubla & Partneri s. r. o. Davis Polk & Wardwell LLP Loan Syndications and Trading SZA Schilling, Zutt & Anschütz Debevoise & Plimpton LLP Association Rechtsanwaltsgesellschaft mbH Dechert LLP Loyens & Loeff Luxembourg S.à r.l. Trofin & Asociații Dillon Eustace Macesic & Partners LLC TTA – Sociedade de Advogados Drew & Napier LLC Maples Group Wakefield Quin Limited E & G Economides LLC Marval, O’Farrell & Mairal Walalangi & Partners (in association E. Schaffer & Co. McMillan LLP with Nishimura & Asahi) Fellner Wratzfeld & Partners Milbank LLP Weil, Gotshal & Manges LLP Freshfields Bruckhaus Deringer LLP Morgan, Lewis & Bockius LLP White & Case LLP Fried, Frank, Harris, Shriver & Jacobson LLP Morrison & Foerster LLP Gonzalez Calvillo, S.C. Nielsen Nørager Law Firm LLP The International Comparative Legal Guide to: Lending & Secured Finance 2019

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 Asia Pacific Loan Market Association – An Overview – Andrew Ferguson, Contributing Editor Asia Pacific Loan Market Association (APLMA) 12 Thomas Mellor, Morgan, Lewis & Bockius LLP General Chapters: Publisher Rory Smith 4 An Introduction to Legal Risk and Structuring Cross-Border Lending Transactions – Sales Director Thomas Mellor & Marcus Marsh, Morgan, Lewis & Bockius LLP 15 Florjan Osmani 5 Global Trends in the Leveraged Loan Market in 2018 – Joshua W. Thompson & Korey Fevzi, Account Director Shearman & Sterling LLP 20 Oliver Smith 6 Developments in Delayed Draw Term Loans – Meyer C. Dworkin & Samantha Hait, Senior Editors Caroline Collingwood Davis Polk & Wardwell LLP 26 Rachel Williams 7 Commercial Lending in a Changing Regulatory Environment, 2019 and Beyond – Editor Bill Satchell & Elizabeth Leckie, Allen & Overy LLP 30 Sam Friend 8 Acquisition Financing in the United States: Will the Boom Continue? – Geoffrey R. Peck & Group Consulting Editor Alan Falach Mark S. Wojciechowski, Morrison & Foerster LLP 34 Published by 9 A Comparative Overview of Transatlantic Intercreditor Agreements – Lauren Hanrahan & Global Legal Group Ltd. Suhrud Mehta, Milbank LLP 39 59 Tanner Street London SE1 3PL, UK 10 A Comparison of Key Provisions in U.S. and European Leveraged Loan Agreements – Tel: +44 20 7367 0720 Sarah M. Ward & Mark L. Darley, Skadden, Arps, Slate, Meagher & Flom LLP 46 Fax: +44 20 7407 5255 Email: [email protected] 11 The Global Subscription Credit Facility and Fund Finance Markets – Key Trends and Forecasts – URL: www.glgroup.co.uk Michael C. Mascia & Wesley A. Misson, Cadwalader, Wickersham & Taft LLP 59 GLG Cover Design F&F Studio Design 12 Recent Developments in U.S. Term Loan B – Denise Ryan & Kyle Lakin, Freshfields Bruckhaus Deringer LLP 63 GLG Cover Image Source iStockphoto 13 The Continued Growth of European Covenant Lite – James Chesterman & Jane Summers, Printed by Latham & Watkins LLP 70 Stephens & George Print Group 14 Cross-Border Loans – What You Need to Know – Judah Frogel & Jonathan Homer, April 2019 Allen & Overy LLP 73

Copyright © 2019 15 Debt Retirement in Leveraged Financings – Scott B. Selinger & Ryan T. Rafferty, Global Legal Group Ltd. Debevoise & Plimpton LLP 82 All rights reserved No photocopying 16 Analysis and Update on the Continuing Evolution of Terms in Private Credit Transactions – Sandra Lee Montgomery & Michelle Lee Iodice, Proskauer Rose LLP 88 ISBN 978-1-912509-65-2 ISSN 2050-9847 17 Secondments as a Periscope into the Client and How to Leverage the Secondment Experience – Alanna Chang, HSBC 95 Strategic Partners 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 & PEFC Certified John Donaleski, White & Case LLP 121 This product is from sustainably managed forests and controlled sources 23 Margin Loans: The Complexities of Pre-IPO Acquired Shares – Craig Unterberg &

PEFC/16-33-254 www.pefc.org LeAnn Chen, Haynes and Boone, LLP 127 24 Credit Agreement Provisions and Conflicts Between US Sanctions and Blocking Statutes – 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 Continued Overleaf 137 Continued Overleaf

Further copies of this book and others in the series can be ordered from the publisher. Please call +44 20 7367 0720

Disclaimer This 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:

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. Tax Reform and Effects on Cross-Border Financing – Patrick M. Cox, Baker & McKenzie LLP 149

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

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

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

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] Chapter 57

Italy Stefano Sennhauser

Allen & Overy Studio Legale Associato Alessandra Pirozzolo

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

1.1 What are the main trends/significant developments in the lending markets in your jurisdiction? 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 With a view to increasing the competitiveness of the Italian lending & Overy) to Prysmian Group S.p.A. for its acquisition of General market during the credit crunch, a number of laws have been Cable Corporation. introduced by the Italian legislator in recent years. In particular: A financing granted to Playtech (a leading listed company in the ■ new players have been given access to the lending market by including them among the entities licensed to lend directly to gambling industry assisted by Allen & Overy) for its acquisition Italian entities (for further details, see Section 10); of a 70% stake in the share capital of Italian betting company Snaitech from Global Games and OI Games, for an estimated value ■ non-listed companies have been given access to bond of EUR 846m. Playtech subsequently made a mandatory takeover financings; and offer for all the remaining shares in Snaitech. ■ the tax regime has been rendered more favourable by extending the application of certain tax benefits (i.e. the exemption from A new EUR 5bn revolving credit facility granted by a pool of banks withholding tax over interest and the substitutive tax regime). (advised by Allen & Overy) to Italian telecommunications company TIM. Furthermore, new and more flexible types ofin rem security interests have been introduced into the Italian legal system: A financing granted to EG Group (a leading petrol forecourt retail convenience operator advised by Allen & Overy) for the acquisition ■ the non-possessory pledge over movable assets (for further details, see question 3.7); and of the going concern consisting of approximately 1,200 Esso- branded service stations located throughout Italy from Esso Italiana, ■ the security transfer of real property (patto marciano) (for the ExxonMobil Group Italian holding company. The acquisition further details, see question 3.3). financing for the Italian assets, enabling EG Group to enter the Italian Moreover, an organic reform to the Italian bankruptcy law has been market, was part of the wider financing granted to EG Group for its recently adopted by the Italian Government (after consultation with acquisition of Exxon Mobil Group retail assets in other countries, the Parliamentary Committees) and is expected to come into force including Germany. (with potential minor amendments) by the end of 2019/beginning A EUR 3.5bn seven-year financing granted by a pool of banks, the of 2020. The main features of the reform include, inter alia: (i) the European Investment Bank and Cassa Depositi e Prestiti to Open introduction of the notion of group insolvency; (ii) an “early warning” Fiber to help fund the development of its ultrafast broadband network system aimed at anticipating and preventing the occurrence of across Italy. The deal is the largest ever financing for a fibre optic insolvency situations; (iii) several amendments to the rules governing network in the EMEA region. composition agreement with creditors (concordato preventivo), debt restructuring agreements (accordo di ristrutturazione) and judicial A new EUR 1.75bn five-year credit facility granted to Atlantia to liquidation proceedings (previously fallimento); and, more generally, refinance the bridge loan obtained in May 2018 to finance Atlantia’s acquisition of investments in Abertis and Hochtief. On the same date, (iv) the introduction of a coherent and uniform legislative framework Atlantia obtained a five-year revolving credit facility of EUR 1.250bn of insolvency in Italy. Until the prospected reform enters into force, for general corporate purposes. 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 2 Guarantees 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 2.1 Can a company guarantee borrowings of one or more other members of its corporate group (see below for of freedom to provide services and the principle of freedom of questions relating to fraudulent transfer/financial establishment would no longer apply to them. Most UK banks will assistance)? use subsidiaries established within the EU (to which certain assets will be transferred) to engage in lending transactions in Italy (and in An Italian company can guarantee borrowings of one or more the rest of the EU).

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other members of its corporate group subject to certain limits. See questions 2.2, 2.5 and Section 4 for further details. 2.5 Are net worth, solvency or similar limitations imposed on the amount of a guarantee?

2.2 Are there enforceability or other concerns (such as The most relevant limits on the amount of a guarantee that can be director liability) if only a disproportionately small (or no) benefit to the guaranteeing/securing company can issued are: be shown? ■ limits arising from financial assistance provisions. For further details, see Section 4; In order for an Italian company to grant a guarantee or security, ■ limits arising from corporate benefit rules. For further details, Italy there must be a corporate benefit. Whilst corporate benefit for a see question 2.2 above; and downstream guarantee or security is usually self-evident, the ■ pursuant to Article 1938 of the Italian civil code, the guarantor validity and effectiveness of an upstream or cross-stream guarantee may only guarantee future obligations if an overall maximum or security granted by an Italian company depends on the existence guaranteed amount is set. of an actual benefit as direct or indirect “consideration” for entering into the guarantee or security. 2.6 Are there any exchange control or similar obstacles to Undervalue guarantees or security may be a breach of the directors’ enforcement of a guarantee? duties to act in the interests of the company, which can sometimes render them personally liable. The “business judgement” rule is strict Under Italian law, there are no exchange control or similar restrictions and the risk of director liability can be high. Common directorships to the enforcement of a guarantee. (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. 3 Collateral Security Italian law does not, except for certain limited and specific purposes (such as antitrust law), recognise the concept of the “group” or “group 3.1 What types of collateral are available to secure interest” and, therefore, the group interest in a transaction is not a lending obligations? sufficient ground to exclude the application of theultra vires doctrine. Articles 2497 et seq. of the Italian civil code set out the general rules The forms of collateral mainly used in Italian financing transactions applying to any entity which, by virtue of a controlling or similar are the following: relationship (not necessarily granted by a majority stake), exercises ■ Mortgage over real property, ships or aircraft. the activity of direction and coordination (attività di direzione ■ Security transfer of real property (patto marciano). e coordinamento) over the companies in its group. In particular, ■ Special privilege over certain movable assets. article 2497 provides that if the holding company, in the exercise of the activity of direction and coordination, breaches the principles ■ Pledge over a private company’s shares. of the correct corporate and entrepreneurial management in order to ■ Pledge over marketable securities. pursue its own interest (or the interest of a third party), it is directly ■ Pledge or assignment by way of security of receivables. liable vis-à-vis the shareholders of the subsidiary for compromising ■ Pledge over bank accounts. the profitability of the subsidiary, as well as towards the subsidiary’s ■ Pledge over intellectual property. creditors for having put at risk the integrity of the share capital of the subsidiary. In the case of bankruptcy of the subsidiary, the ■ Pledge over goods. action pertaining to the creditors against the holding company may ■ Non-possessory pledge over movable assets (subject to the be exercised by the insolvency receiver of the bankrupt subsidiary. implementation of the relevant register).

2.3 Is lack of corporate power an issue? 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, According to articles 2384 and 2475-bis of the Italian civil code, what is the procedure? lack of corporate power deriving from the by-laws or a corporate resolution of a joint stock company or limited liability company, as Italian law does not provide for a universal corporate security interest well as the existence of a director’s personal or a third party’s interest covering all existing and future assets generically. But most common in a transaction, cannot be raised against a counterparty unless it assets can be the subject of separate security. proves that the counterparty has acted for the purpose of damaging the company. 3.3 Can collateral security be taken over real property (land), plant, machinery and equipment? Briefly, what 2.4 Are any governmental or other consents or filings, is the procedure? or other formalities (such as shareholder approval), required? Real property mortgage

The granting of a guarantee must be permitted under the by-laws of The mortgage deed must be signed before an Italian notary and the company. Management bodies’ and shareholders’ resolutions the mortgaged property must be specified in detail. After-acquired may be required, in accordance with the by-laws. property, including unplanned buildings, must be mortgaged when acquired. The deed should be registered in the local land registry The granting of guarantees vis-à-vis the public is considered a form to be enforceable against third parties (renewable after 20 years). of lending and, as a consequence, it is an activity that can be carried Priority ranks from the date and time of registration. There is no out exclusively by entities licensed to carry out lending activities in advance priority reservation. Italy. For further details, see Section 10.

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Security transfer of immovable property (patto marciano) 3.6 Can collateral security be taken over shares in A loan granted to an entrepreneur by a bank, or another entity companies incorporated in your jurisdiction? Are the authorised to grant loans to the public in Italy, may be secured by shares in certificated form? Can such security validly transferring to the creditor (or to a company in the creditor’s group be granted under a New York or English law governed authorised to purchase, hold, manage and transfer rights in rem in document? Briefly, what is the procedure? immovable properties), the ownership of a property or of another immovable right of the entrepreneur or of a third party. The transfer Pledge over shares of a società per azioni is subject to the condition precedent of the debtor defaulting. The deed of pledge can be non-notarial but must bear a certain date. Special privilege over certain movable assets

The pledge must be: (i) registered on the certificates representing the Italy The special privilege deed must be signed before an Italian notary shares – whether by endorsement (girata) performed by the pledgor and can only be granted by the debtor to secure facilities with an or by annotation performed by a director of the issuing company; overall maturity longer than 18 months granted to it by Italian or and (ii) annotated in the shareholders’ book of the company for other EU banks. enforceability against, respectively, the creditors and the issuing company. The creditor (directly or through a depository) must take The special privilege may cover: (a) existing and future equipment, possession of the pledged share certificates. concessions and produced goods of the enterprise; (b) raw materials, semi-manufactured goods, stock, finished goods, fruit, livestock and The pledge can cover distributions, new issues of shares and goods; (c) goods purchased with the loan in respect of which the exchanges. The creditor can (and typically does) authorise the special privilege is intended to be granted; and (d) present or future debtor to exercise voting rights and collect distributions until the receivables arising from the sale of the assets and goods listed in occurrence of a default. Where the creditor has voting rights, (a) to (c). consider consolidation, loss of group tax relief, etc. For validity against creditors, the special privilege must be registered The market seems to tolerate the practice of granting security on in the special register kept at the competent local court. 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 3.4 Can collateral security be taken over receivables? perfection formalities required. Briefly, what is the procedure? Are debtors required to be notified of the security? Pledge over quotas of a società a responsabilità limitata The quotas are not represented by certificates. The deed of pledge Present and future receivables arising under an existing contract can must be in notarial form and should be registered with the companies be pledged or assigned. register in order for the pledge to be enforceable against third parties. Significant tax implications arise in connection with such registration Special rules apply to receivables against public authorities. (for further details, see question 6.4). The deed of assignment of receivables arising out of rental leases The pledge must be annotated in the quotaholders’ book of the having a remaining term exceeding three years must be executed in company in order to be enforceable against the issuing company. 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. 3.7 Can security be taken over inventory? Briefly, what is the procedure? The deed of pledge must be in written form. Formalities for rendering the pledge/assignment enforceable against Pledge over goods with dispossession third-party creditors of the pledgor/assignor (including a receiver The deed of pledge can be non-notarial but must bear a certain in the pledgor/assignor’s insolvency) are either a notice of the date. This can cover present movable and unregistered assets of assignment to, or an express acknowledgement by, the obligor, in the company. Future assets must be separately pledged under new each case bearing a date certain at law (data certa) pursuant to Italian security. See Section 2 for the implications. A right of substitution law. of the pledged assets may be provided, subject to the value of the replacing goods not exceeding the value of the replaced ones. As 3.5 Can collateral security be taken over cash deposited from the date of perfection of the pledge, the goods are not available in bank accounts? Briefly, what is the procedure? to the pledgor without the cooperation of the secured creditor. The goods must at all times be identifiable. A pledge can be granted over cash deposited in bank accounts. For Special rules apply if the assets are deposited with a magazzino the perfection formalities see question 3.4. New formalities must generale. be put in place every time the account balance changes. There is Non-possessory pledge over movable assets a risk – also for claw-back purposes – that the pledge purported to be created over each increase in the balance of the relevant account At the present date, it is not possible to create such a pledge since the may not exist until the above formalities are carried out and that each relevant electronic register set up by the Italian tax authority (Agenzia pledge should be considered a new and different pledge for all intents delle Entrate) has not been created. Once this is available, the non- and purposes. See Section 2 for the implications. Any utilisation possessory pledge may be established: of the money standing to the credit of a pledge account will likely ■ to secure financings, whether present or future, granted in amount to a release of the relevant sum from the security interest. 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

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■ by entry on the aforesaid electronic register. From the date of registration, the pledge acquires its ranking and is enforceable 4 Financial Assistance against third parties and in insolvency proceedings. The entry lasts for 10 years and is renewable before expiry. 4.1 Are there prohibitions or restrictions on the ability The pledged assets can be transformed or sold. The pledge is of a company to guarantee and/or give security to automatically transferred onto the product resulting from the support borrowings incurred to finance or refinance transformation, the consideration deriving from the sale or the the direct or indirect acquisition of: (a) shares of the substitute asset purchased with that consideration, as applicable, company; (b) shares of any company which directly or indirectly owns shares in the company; or (c) shares without giving rise to the creation of new security. in a sister subsidiary? Italy

3.8 Can a company grant a security interest in order to (a) Shares of the company secure its obligations (i) as a borrower under a credit An Italian company, whether an S.p.A. or S.r.l., is prohibited from facility, and (ii) as a guarantor of the obligations of other borrowers and/or guarantors of obligations providing financial assistance (i.e. granting a loan or providing a under a credit facility (see below for questions guarantee or security) to any entity for financing or refinancing relating to the giving of guarantees and financial the direct or indirect acquisition or subscription of its own shares. assistance)? Whitewash for S.p.A. is allowed under certain conditions. Various structures have been implemented in order to mitigate the Yes. For limitations, see questions 2.2, 2.5 and Section 4. impact of the financial assistance prohibition. The most frequently used structure involves the merger of the target company into the 3.9 What are the notarisation, registration, stamp duty acquisition vehicle after closing. However, any risk of voidness must and other fees (whether related to property value or be assessed on a case-by-case basis by looking at the transaction as otherwise) in relation to security over different types a whole. of assets? (b) Shares of any company which directly or indirectly owns shares in the company Excluding taxes (in this respect see Section 6), the fees that could The same rules described in sub paragraph (a) above apply. arise in relation to securities relate to the following: (c) Shares in a sister subsidiary ■ Notarisation may be necessary for the validity and enforceability of a security agreement (e.g. real property In principle, there are no restrictions with respect to security or mortgages) or to certify the date of the security agreement. guarantees granted over shares in a sister subsidiary (subject, in any case, to the corporate benefit analysis). However, any risk of ■ Stamp duties apply to security agreements which are subject to registration. Stamp duties are based on the number of pages voidness must be assessed on a case-by-case basis by looking at the of a security document and are generally not material. transaction as a whole.

3.10 Do the filing, notification or registration requirements 5 Syndicated Lending/Agency/Trustee/ in relation to security over different types of assets Transfers involve a significant amount of time or expense?

Yes, depending on the type of security. However, certain security 5.1 Will your jurisdiction recognise the role of an agent must be registered in Italy for perfection purposes. In such cases, or trustee and allow the agent or trustee (rather than Italian registration taxes will apply. 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 3.11 Are any regulatory or similar consents required with the lenders? respect to the creation of security? Security must be granted to, and perfected in favour of, each creditor In general, no consent is required. However, the consent to the individually. Trusteeship and parallel debt arrangements are generally assignment of receivables against public authorities may be required. 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 3.12 If the borrowings to be secured are under a revolving credit facility, are there any special priority or other enforce the security on the basis of the intercreditor arrangements. concerns? However, each secured creditor should intervene in the judicial enforcement. No, there are not. 5.2 If an agent or trustee is not recognised in your jurisdiction, is an alternative mechanism available 3.13 Are there particular documentary or execution to achieve the effect referred to above which would requirements (notarisation, execution under power of allow one party to enforce claims on behalf of all attorney, counterparts, deeds)? the lenders so that individual lenders do not need to enforce their security separately? Certain security documents must be executed in notarial form. For notarial security documents, the parties should provide evidence of See question 5.1. their signatory powers.

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In case of proceeds of a claim under a guarantee or proceeds of 5.3 Assume a loan is made to a company organised enforcing security, in accordance with one interpretation of Italian tax under the laws of your jurisdiction and guaranteed law, any such payment would be equal to the payment under the loan by a guarantor organised under the laws of your and therefore may be subject to the same withholding tax. jurisdiction. If such loan is transferred by Lender A to Lender B, are there any special requirements necessary to make the loan and guarantee 6.2 What tax incentives or other incentives are provided enforceable by Lender B? preferentially to foreign lenders? What taxes apply to foreign lenders with respect to their loans, mortgages Perfection requirements change depending on whether the transfer or other security documents, either for the purposes made by Lender A to Lender B is by transfer of contract (cessione di of effectiveness or registration? Italy contratto) or assignment of receivables (cessione del credito). A transfer of contract requires the consent of all parties, including Substantial registration taxes, depending on the nature of the security the assigned debtor and guarantor. This can be provided ahead of and the features of the facility agreement, may apply. In certain cases, the assignment, by including an express consent in the relevant loan a substitutive tax regime (the Substitutive Tax) may be applicable in agreement or guarantee, as applicable. order to reduce the indirect taxes ordinarily applicable to the loan and the security package (e.g. registration and mortgage taxes). An assignment of receivables: The Substitutive Tax (generally at the rate of 0.25%) applies, upon the ■ does not require the consent of the assigned debtor and option of the parties, if the loan: (i) is granted, inter alia, by Italian guarantor, unless the loan agreement or the guarantee, as applicable, expressly prohibits the assignment of the banks (including Italian permanent establishments of EU and non-EU receivables arising therefrom; and banks), EU banks, Italian securitisation companies and EU collective investment funds; (ii) is entered into within the territory of Italy; and ■ must be notified to the debtor and the guarantor, as applicable, or accepted by it. (iii) has a duration exceeding 18 months. In order for the assignment to be enforceable against third parties, Where Substitutive Tax does not apply, the securities are subject to the notice or acceptance must bear a date certain at law pursuant to indirect taxes varying from EUR 200 (where the guarantor is securing Italian law. its own obligations) to 0.5% (where third parties’ obligations are being secured) while mortgage tax is generally levied at a 2% rate If the loan is secured, perfection formalities will need to be carried on real estate mortgages. out in order to render the transfer of such security interest enforceable against third parties. However, if the assignment of the loan is Registration taxes may not be payable if the security agreement carried out pursuant to article 58 of Legislative Decree No. 385 is executed outside Italy (unless specific events occur, e.g. case of of 1 September 1993 (the “Italian Banking Act”) or to an Italian use, explicit reference or voluntary registration). However, certain securitisation vehicle pursuant to Law No. 130/1999 (the “Italian security must be registered in Italy for perfection purposes, e.g. real Securitisation Law”), no perfection formalities need to be carried out. estate mortgages, special privileges (certain movables), pledges of quotas of an S.r.l., pledges of intellectual property and mortgages of Should the receivables be governed by a law other than Italian law, ships and aircraft. In particular, the granting of a pledge over quotas the provisions of Article 14 of Council Regulation (EC) No. 593/2008 of an S.r.l. attracts registration tax equal to 0.5% of the amount of the of 17 June 2008 on the Law Applicable to Contractual Obligations secured obligations where third parties’ obligations are being secured. (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 6.3 Will any income of a foreign lender become taxable the enforceability of the assignment against the assigned debtors). in your jurisdiction solely because of a loan to, or guarantee and/or grant of, security from a company in your jurisdiction? 6 Withholding, Stamp and Other Taxes; Notarial and Other Costs 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. 6.1 Are there any requirements to deduct or withhold tax Please see question 6.1 above for the withholding tax treatment of from (a) interest payable on loans made to domestic interest paid by an Italian resident entity to foreign lenders. or foreign lenders, or (b) the proceeds of a claim under a guarantee or the proceeds of enforcing security? 6.4 Will there be any other significant costs which would be incurred by foreign lenders in the grant of such As a general rule, no withholding tax is chargeable on interest payable loan/guarantee/security, such as notarial fees, etc.? 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 Notarisation may be necessary for the validity of certain security lender (unless it is lending through an Italian branch to which the agreements (e.g. real property mortgages) or to certify the date of the loan is effectively connected). The withholding tax can be reduced security agreement. Notarial fees can be material, especially in case under the provisions of the double tax treaty applicable between Italy of real property mortgages, although they are generally negotiable and the country of residence of the beneficial owner of the interest. with the public notary. 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 6.5 Are there any adverse consequences for a company 10 years to obtain a final and binding judgment (due to appeals, the that is a borrower (such as under thin capitalisation complexity of the case at stake or a court with a busy docket). principles) if some or all of the lenders are organised under the laws of a jurisdiction other than your The Recast Brussels Regulation, in the absence of any contestation own? Please disregard withholding tax concerns for raised by the defendant, should theoretically speed up the proceedings purposes of this question. aimed at the recognition and enforcement of a judgment granted in a Member State. On the contrary, the so-called acknowledgment Starting from 2016, no specific adverse consequences are provided by proceedings of a judgment granted in a non-European country usually Italian law in case of loans extended by foreign lenders (until 2015, last one year to one-and-a-half years, depending on the agenda of Italy a specific black list costs regime was applicable). 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 7 Judicial Enforcement by the creditor.

7.1 Will the courts in your jurisdiction recognise a 7.4 With respect to enforcing collateral security, are there governing law in a contract that is the law of another any significant restrictions which may impact the timing jurisdiction (a “foreign governing law”)? Will courts in and value of enforcement, such as (a) a requirement for your jurisdiction enforce a contract that has a foreign a public auction, or (b) regulatory consents? governing law? The enforcement of collateral security normally depends on the According to article 3 of the Rome I Regulation on the law applicable nature of the secured assets as well as on the ranking of the security to contractual obligations, the parties to an agreement are generally itself. In particular, a security interest may be enforced: free to choose the law governing the agreement. ■ by means of a forced sale of the charged assets; However, pursuant to article 3.3 of the Rome I Regulation, if a ■ for certain assets by means of a private sale, if so agreed by contract is in breach of Italian public policy (ordine pubblico) or the parties in the original security agreement or at any time mandatory rules (norme di applicazione necessaria), Italian Courts thereafter (pre- or post-default); will not enforce such agreement. ■ through a public notary, a lawyer or an accountant, in certain stages of the enforcement proceeding; or 7.2 Will the courts in your jurisdiction recognise and ■ in the case of marketable securities with an available market enforce a judgment given against a company in New value, by an authorised broker on the market. York courts or English courts (a “foreign judgment”) without re-examination of the merits of the case? 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 European countries appropriation or private sale. In 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 7.5 Do restrictions apply to foreign lenders in the event of “without any special procedure being required”. While the UK is still (a) filing suit against a company in your jurisdiction, or (b) foreclosure on collateral security? 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. Generally no restrictions apply for foreign lenders. Non-European countries (e.g. New York) The acknowledgment and enforcement of decisions issued by courts 7.6 Do the bankruptcy, reorganisation or similar laws in belonging to jurisdictions outside of the European Union is generally your jurisdiction provide for any kind of moratorium governed by Law No. 218 of 31 May 1995. The enforcement of a on enforcement of lender claims? If so, does the foreign decision in the Italian territory requires the filing of a petition moratorium apply to the enforcement of collateral before the Court of Appeal of the place where the enforcement shall security? then take place. Such proceedings usually last six months to one year, and the order authorising the enforcement of the foreign decision in The bankruptcy of the debtor, as well as its submission to Italy fully entitles the creditor to seek enforcement over the debtor’s reorganisation proceedings (i.e. concordato preventivo, accordi di assets. ristrutturazione, pre-concordato and concordato preventivo con continuità aziendale), affect the secured creditor’s right to enforce 7.3 Assuming a company is in payment default under a loan the security. Upon the commencement of such proceedings, and agreement or a guarantee agreement and has no legal subject to certain exceptions (see question 8.1), all the enforcement defence to payment, approximately how long would actions made by creditors are stayed and creditors must file a claim it take for a foreign lender to (a) assuming the answer within a defined period. 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, 7.7 Will the courts in your jurisdiction recognise and and (b) assuming the answer to question 7.2 is yes, enforce an arbitral award given against the company enforce a foreign judgment in a court in your jurisdiction without re-examination of the merits? against the assets of the company? Italy is party to the 1958 New York Convention, which establishes The average length of first instance proceedings in Italy is approximately the conditions under which arbitral awards can be recognised and four years. Although a judgment issued at the end of first instance enforced within the contracting states.

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An Italian Court will declare the effectiveness of arbitral awards In addition, special insolvency proceedings are applicable to large inaudita altera parte provided that: (i) the litigation falls within the corporations (grandi imprese), public entities (enti pubblici) and scope of the arbitration agreement pursuant to Italian law; and (ii) regulated entities such as banks and insurance companies. the contents of the arbitral award comply with Italian public policy. The counterparty is entitled to challenge such decision before the 8.4 Are there any processes other than court proceedings competent Court of Appeal within 30 days from its notification. that are available to a creditor to seize the assets of a company in an enforcement? 8 Bankruptcy Proceedings Pursuant to the Financial Collateral Decree, the beneficiary of financial collateral may, under certain conditions, satisfy its claims Italy 8.1 How does a bankruptcy proceeding in respect of a by way of appropriation or private sale without the involvement of company affect the ability of a lender to enforce its the court, even whilst a bankruptcy proceeding is pending. rights as a secured party over the collateral security? For certain types of security, such as pledges over shares, the parties may also agree – in the original security agreement or at any time Upon the declaration of bankruptcy, enforcement and preservation thereafter – that the enforcement can take place by means of a private actions (azioni esecutive e cautelari) on a debtor’s assets are sale. 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 9 Jurisdiction and Waiver of Immunity 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. 9.1 Is a party’s submission to a foreign jurisdiction legally binding and enforceable under the laws of your jurisdiction? 8.2 Are there any preference periods, clawback rights or other preferential creditors’ rights (e.g., tax debts, An Italian Court will generally decline jurisdiction if the parties employees’ claims) with respect to the security? have submitted a dispute (either present or future) to the jurisdiction of a foreign court, subject to compliance with certain mandatory Some acts, transactions and security interests may be subject to principles of law. 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, 9.2 Is a party’s waiver of sovereign immunity legally payments of debts which are due and payable may be clawed binding and enforceable under the laws of your back if made in the six-month period preceding the declaration of jurisdiction? bankruptcy. Italian companies are generally not subject to sovereign immunity. Acts through which the debtor disposes of its assets may, under some In principle, waiver of sovereign immunity is not prohibited under conditions, be declared ineffective as a result of an ordinary claw- Italian law. However the possibility for governmental or other public back action. agencies and relevant personnel to waive their sovereign immunity Gratuitous acts (atti a titolo gratuito) and prepayments (pagamenti should be assessed on a case-by-case basis. 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 10 Licensing period irrespective of whether the recipient was aware of the state of insolvency of the debtor. 10.1 What are the licensing and other eligibility Certain claims – expressly identified by operation of law (such as requirements in your jurisdiction for lenders to Italian tax and national social security contributions, employee a company in your jurisdiction, if any? Are these arrears of wages or salary, etc.) – are preferred in the distribution of licensing and eligibility requirements different for proceeds arising from the liquidation of the bankrupt’s estate. 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 8.3 Are there any entities that are excluded from of your jurisdiction between a lender that is a bank bankruptcy proceedings and, if so, what is the versus a lender that is a non-bank? If there are applicable legislation? such requirements in your jurisdiction, what are the consequences for a lender that has not satisfied such Companies carrying out commercial activity can be subject to the requirements but has nonetheless made a loan to a bankruptcy proceedings. Moreover, a company may be declared company in your jurisdiction? What are the licensing bankrupt when its size exceeds certain thresholds related to annual and other eligibility requirements in your jurisdiction for an agent under a syndicated facility for lenders to balance sheet assets, annual gross proceeds or indebtedness. a company in your jurisdiction? Italian companies which do not meet the above-mentioned thresholds (and physical persons in a situation of over-indebtedness) are Lending activity in Italy, to the extent it is conducted on a professional subject to smaller bankruptcy proceedings (so-called procedura da basis and is addressed to the general public, is regulated by the sovraindebitamento). 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:

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■ licensed banks, which include: 11 Other Matters ■ Italian banks; ■ EU passported banks; and ■ non-EU banks licensed in Italy; 11.1 Are there any other material considerations which should be taken into account by lenders when ■ financial institutions enrolled in a special register held by the participating in financings in your jurisdiction? Bank of Italy pursuant to Article 106 of the Italian Banking Act; Under Italian law, the granting of financings is subject to certain ■ EU-based financial companies that are controlled by a bank mandatory rules relating to:

Italy incorporated in the same EU country; ■ Usury: in Italian law financing transactions, the applicable rate ■ securitisation special purpose vehicles incorporated pursuant of interest (plus applicable fees and expenses) cannot exceed to the Italian Securitisation Law; a certain threshold (which varies depending on the type of ■ Italian insurance companies; and financing transaction) determined by the Bank of Italy on a quarterly basis. ■ following certain relatively recent amendments introduced into the Italian legal system, Italian alternative close-ended ■ Compounding of interest: this is generally prohibited in investment funds and, subject to particular conditions and financing transactions, save for certain limited cases. requirements, EU alternative close-ended investment funds. ■ Transparency: financing transactions entered into by banks and financial intermediaries where the terms and conditions Banks which are not established in an EU Member State may only are unilaterally imposed by such entities and are not subject engage in lending in Italy if they are explicitly authorised to do so to individual negotiation with the client are subject to certain (and granted a licence to this effect) by the Bank of Italy. mandatory rules enacted by the Bank of Italy which are aimed Lending activity (described in the relevant regulations as “the at simplifying the understanding of the legal and economic granting of finance in whatever form”) includes the traditional terms of the financing transaction by the client. direct granting of loans as well as other activities (including issues of guarantees, leasing, factoring and the purchase of receivables for Acknowledgment consideration) which amount to lending. The authors would like to acknowledge the contribution of their The violation of the prohibition described above may lead to a variety colleague Pietro Scarfone for this chapter. of penalties and sanctions, depending on the actual circumstances of Pietro is a dual-qualified banking and finance partner (English and the relevant case and which, in addition to severe monetary penalties, Italian law) with more than 15 years’ experience of advising domestic may in certain cases also involve criminal charges. and international clients (both lenders and borrowers) in the areas A specific set of exemptions is provided for intragroup financings, of leveraged finance, acquisition finance, general corporate lending, where such financings are made in favour of parent companies, real estate finance, infrastructure and ECA-backed finance and debt subsidiaries and affiliates and, more generally, to companies restructuring. belonging to the same group, but with certain further restrictions if Pietro Scarfone, Partner the lending is in the form of purchase of receivables. Tel: +39 02 290 491 / Email: [email protected]

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Stefano Sennhauser Alessandra Pirozzolo Allen & Overy Studio Legale Associato Allen & Overy Studio Legale Associato Via Manzoni 41/43 Via Manzoni 41/43 20121 Milan 20121 Milan Italy Italy

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

Stefano is head of Allen & Overy’s Italian Banking practice and has over Alessandra is a Milan-based associate with substantial experience of 25 years’ experience of advising on banking and structured finance advising borrowers and lenders on leveraged and acquisition finance, matters with particular specialisations in leveraged and acquisition syndicated loans, corporate lending and real estate finance. She has financing, real estate finance, corporate and infrastructure financing, significant experience in restructuring processes and structured finance. 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.

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.

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