ITALY Law and Practice Contributed by: Maurizio Marullo, Giorgio Vagnoni, Claudia Marongiu and Pasquale Ambrosio Cepparulo, LAWP Studio Legale e Tributario
as well as policies addressing human rights and envi - ronmental rights. In addition, under Italian law, companies pursuing objectives beyond the traditional goal of profit maxi - misation, including social and environmental objec - tives, may be recognised as “benefit companies”. This designation can have a positive impact by attracting investors and clients committed to social and envi - ronmental issues. 9. Exit Strategies and Termination 9.1 Termination of a JV JVs can have either a fixed or indefinite duration. Con - tractual JVs, often established for specific projects, have a defined duration set out in the JV agreement. Corporate JVs are often created for a longer dura - tion and their bylaws generally include provisions for withdrawal or exit procedures that co-venturers can activate under specific conditions. Despite the agreed-upon duration, the JV agreement may allow for early termination under specific circum - stances, such as: • material breach by the other co-venturer of certain provisions of the JV agreement or of the ancillary agreements; • unsolved deadlock events; • mutual consent by the co-venturers; and • change of control of a co-venturer. In the case of a corporate JV, if the parties mutually decide to liquidate the company, the board of direc - tors shall convene a shareholders’ meeting to resolve on the appointment of the liquidators, conferring any power deemed appropriate, and on the criteria for conducting the liquidation procedure. The liquidators will then carry out the necessary steps to liquidate the company’s assets, pay off creditors, and distribute any remaining assets among shareholders proportion - ally to their membership interest. After all assets have been liquidated and liabilities settled, the liquidators will call a final shareholders’ meeting to present the liquidation report and seek approval for the conclusion of the liquidation process.
Upon approval of the liquidation report, the liquidators will file for the formal dissolution of the company with the Companies Register, officially marking the end of the corporate entity. Regardless of the duration of the JV, it is crucial to regulate in detail within the JV agreements the effects of termination, also for the purposes of minimising potential disputes between the co-venturers. Specifi - cally, among others, the JV agreement should regu - late: • the respective rights and liabilities of the co-ventur - ers upon termination; • to the extent possible, the assignment of the assets owned by the JV; • the impact of the JV termination on the commercial agreements in place; • any provisions of the JV agreement that remain in effect after termination (usually confidentiality clauses); • the allocation of key-employees, if the co-venturers desire to re-hire part of the work-force; and • the allocation of relevant IP rights developed by the JV. Alternatively, the co-venturers may also agree on a global exit by transferring all of their interests in the JV to a third party. 9.2 Asset Redistribution and Transfers Under Italian laws, co-venturers can freely transfer their own assets to each other without involving the JV. However, if the transfer involves assets licensed to or held by the JV, the JV’s interests may be affected. Therefore, prior to any asset transfer, the transferring co-venturer should conduct a comprehensive review of all relevant agreements with the JV, considering that these agreements may include provisions regarding the transferability of assets and the potential need for the JV’s consent. In addition, the transfer agreement may also specify how existing agreements between the JV and the transferor will be affected by the transfer, and, poten - tially, regulate the transfer of these agreements to the transferee.
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