Best Structured Finance Lawyers in Conegliano

About Structured Finance Law in Conegliano, Italy:

Structured finance covers legal and commercial arrangements that transform illiquid assets into tradable securities or otherwise reallocate risk and return. Common techniques include securitization of receivables, asset-backed financing, special purpose vehicles - SPVs, project finance, covered bonds, and complex loan syndications. In Conegliano, a town in the Province of Treviso in the Veneto region, structured finance follows Italian national law and European rules, while local practice is influenced by nearby financial and legal centers such as Treviso, Venice and Milan. Local lawyers and notaries in Conegliano typically coordinate with national regulators, local banks and regional institutions when structuring transactions for regional companies and investors.

Why You May Need a Lawyer:

Structured finance deals are document intensive and legally complex. You may need a lawyer in the following common situations:

- Setting up securitizations - forming an SPV, assigning receivables, preparing issuance documentation, and arranging bankruptcy-remote structures.

- Negotiating and drafting complex agreements - pool servicing agreements, purchase and sale agreements, intercreditor agreements, swap and hedging documents, and trust deeds if used.

- Regulatory compliance - ensuring compliance with Italian banking law, securities regulation, the EU Securitisation Regulation and any licensing obligations for participants.

- Tax structuring and reporting - optimizing tax treatment of the SPV and transactions, handling VAT and registration duties, and obtaining tax rulings where appropriate.

- Due diligence and risk assessment - verifying asset quality, title, enforcement remedies, and counterparty creditworthiness.

- Insolvency contingency planning and enforcement - crafting structures that protect asset pools in case of originator insolvency and advising on remedies under Italian insolvency law.

- Cross-border elements - coordinating conflicting laws, choice of law and jurisdiction clauses, and handling foreign investors or foreign-law SPVs.

- Dispute resolution - representing clients in court proceedings at the Tribunal of Treviso or in arbitration, and managing creditor negotiations and workouts.

Local Laws Overview:

Key legal sources and practical rules that commonly affect structured finance in Conegliano include the following.

- Italian Civil Code - governs contracts, assignments, pledges and company law matters relevant to SPVs and security arrangements.

- Law No. 130 of 1999 on securitization - provides a statutory framework for securitization transactions, including the use of special purpose vehicles and limited recourse.

- Testo Unico Bancario - Consolidated Banking Act (Legislative Decree No. 385 of 1993) - regulates banks and financial intermediaries and affects parties that originate, service or buy financial assets.

- EU Securitisation Regulation - sets transparency, due diligence and risk retention requirements for securitisations marketed in the European Union.

- Securities regulation and market rules - CONSOB rules and Italian securities law apply where securities are offered to the public or admitted to trading.

- Tax law and practice - Italian tax rules address corporate income tax, substitute tax regimes that sometimes apply to securitisation vehicles, stamp duty and registration taxes. Local tax treatment can materially affect deal economics.

- Insolvency and corporate crisis rules - recent reforms to the insolvency code require careful drafting to preserve asset separation and enforcement rights.

- Company law and registration - SPVs are commonly formed as S.r.l. or S.p.A. and must be registered at the Registro delle Imprese. Local notaries and the Chamber of Commerce of Treviso-Belluno play a role in filings and certifications.

Local practice considerations in Conegliano often include engaging local notaries for certain authentic acts, filing registrations in the Treviso business register, and coordinating with local banks and advisors familiar with the Veneto region economy, which is populated by many small and medium enterprises that commonly serve as originators or obligors.

Frequently Asked Questions:

What exactly is securitization and is it allowed in Italy?

Securitization is the process of pooling financial assets such as receivables, loans or leases and issuing securities backed by those assets. Yes, securitization is permitted and regulated in Italy. Law No. 130 of 1999 and related rules set out how to structure securitisations, including the use of SPVs and the treatment of transferred assets.

What types of legal entities are typically used as SPVs in Italy?

SPVs in Italy are commonly set up as Societa a responsabilita limitata - S.r.l. - or Societa per azioni - S.p.A. The choice depends on investor requirements, capital structure and governance needs. Foreign entities or trust structures can be used in cross-border deals but require careful conflict of laws and tax analysis.

Do I need regulatory approval to set up a securitization in Conegliano?

Most securitizations do not require a single national "approval" but they must comply with banking and securities rules. If a participant is a bank, financial intermediary or offers securities to the public, additional regulatory obligations may apply. Local counsel can confirm whether filings or notifications to the Bank of Italy, CONSOB or other authorities are needed.

How are assignments of receivables treated under Italian law?

Assignments of receivables are governed by the Civil Code. Assignments can be valid without the debtor's consent, but notice or registration may be necessary for effectiveness against third parties or to secure priority. Proper documentation and registration strategy are essential to ensure enforceability.

What tax issues should I consider?

Key tax considerations include corporate income tax treatment of the SPV, substitute tax on securitisation proceeds where applicable, registration and stamp duties on certain deeds, VAT implications and withholding tax on payments to foreign investors. It is common to obtain a dedicated tax opinion and, when possible, a ruling from the tax authority for material uncertainty.

How do I make an SPV bankruptcy-remote under Italian law?

Making an SPV bankruptcy-remote typically involves careful corporate governance, limiting SPV activities to necessary functions, ring-fencing assets, restrictive covenants in the SPV articles, and contractual provisions that limit creditor claims. Absolute protection cannot be guaranteed, so legal and economic analyses are required to balance risk and cost.

Can small and medium enterprises in Veneto participate as originators?

Yes. Many SMEs in the Veneto region are originators for receivables-based financing and securitisations. Due diligence must be tailored to SME documentation, credit profiles and operational processes. Local counsel can help structure deals that match SME capabilities and investor expectations.

Are there specific disclosure and due diligence rules for investors?

Yes. The EU Securitisation Regulation and Italian rules impose transparency and due diligence requirements on institutional investors and originators. Transactions often include detailed offering memoranda, asset-level data templates and servicing reports to meet regulatory expectations.

What happens if the originator becomes insolvent?

Properly executed transfers of receivables to an SPV are designed to separate asset ownership from the originator, protecting investors in case of originator insolvency. However, risks arise from flawed documentation, improper notifications or defective perfection. A legal audit before closing reduces these risks.

How do I find a lawyer in Conegliano to handle structured finance?

Search for lawyers or firms in the Treviso-Conegliano area with experience in banking, capital markets and securitization. Meet potential counsel to discuss relevant experience, ask for examples of similar transactions, confirm language capabilities if you are a non-Italian speaker, review fee structures and request references. The local Chamber of Commerce and legal directories can help identify candidates.

Additional Resources:

The following organizations and public bodies are important resources when dealing with structured finance matters in Conegliano and Italy:

- Bank of Italy - national banking regulator and supervisor.

- CONSOB - authority for Italian securities markets and public offerings.

- Agenzia delle Entrate - Italian tax authority for tax ruling requests and guidance.

- Registro delle Imprese - company register administered by the local Chamber of Commerce of Treviso-Belluno.

- Tribunal of Treviso - local court that handles commercial litigation in the Conegliano area.

- Chamber of Commerce of Treviso-Belluno - offers corporate filings, certifications and local business support.

- European Securities and Markets Authority - ESMA - for EU-level guidance and the Securitisation Regulation framework.

- Professional associations - local bar association for referrals to qualified attorneys, and industry trade groups representing banks and financial institutions in Veneto.

Next Steps:

If you need legal assistance with structured finance in Conegliano, consider the following practical steps:

- Gather basic transaction documents - asset lists, origination contracts, financial statements, existing security documents and any previous legal opinions.

- Schedule an initial consultation with a lawyer experienced in securitisations and banking law. Ensure the lawyer understands cross-border issues if foreign parties are involved.

- Agree scope of work and fees - ask for a written engagement letter that sets out objectives, deliverables, timeline and billing arrangements.

- Conduct legal due diligence - have local counsel review title, enforceability, regulatory constraints and tax implications.

- Obtain any necessary regulatory notifications or confirmations and a tax opinion if material tax issues exist.

- Draft and negotiate transaction documents - assignment agreements, SPV charter, servicing agreements, investor documentation and intercreditor arrangements.

- Complete closing and post-closing steps - registrations, filings, trustee or servicer onboarding and ongoing reporting commitments.

Disclaimer - This guide is for informational purposes only and does not constitute legal advice. For advice tailored to your situation, consult a qualified lawyer licensed in Italy, preferably with experience in structured finance in the Veneto region.