Aiming for more efficient corporate governance in terms of formalities and fulfillments Tonucci & Partners provides customizable assistance services (the so called “corporate packages”) with a series of “variable geometry” professional services, customized to client’s needs and referring to concrete company’s life issues. From such a viewpoint, the Firm assists companies on conforming their deeds of incorporation and statutes to new binding provisions, and, advises on clauses modification when a company chooses for a voluntary compliance with new discipline on the necessary content of existing or new clauses. Along the same path, legal services addressing Reform issues include also voluntary compliance of free content clauses, a matter of extreme relevance in terms of corporate governance. Therefore, the Firm has also arranged a set of more radical voluntary interventions, mainly targeting the financial structure (i.e.: new types of stocks and financial instruments, bonds and debentures, asset allocation).

In addition, Reform-related legal services are organized to draft new - or adjust old – para-social agreements in compliance with the new discipline as provided for in the Civil Code (arts. 2341-bis and following).

The Firm engages also in assisting corporate organs in their decision making processes, with special regard to executive’s meetings and board of directors, nowadays allowing privates more freedom without affecting the essential operational criteria of the same organs.

Tonucci’s Corporate and Commercial Department services cover also transactions with related parties.
Indeed, the Reform introduced a new discipline on transactions with related parties for companies having recourse to risk capital (the so called open companies).

The discipline set out in the article 2391 of the Italian Civil Code, contributes to completing the normative framework together with Consob provisions on entities issuing financial instruments and the Code of Self-discipline of Listed Companies (so called Codice Preda).

In brief, the new article sets out transparency and fairness rules for corporate governance. Administration organs, occasionally assisted by independent experts, have to implement rules to assure transparency together with substantial and procedural fairness of the operations, also of those carried out through subsidiaries, by disciplining operations in terms of decision making competence, grounds and documentation; they should also give notice of such activity in their periodical report on corporate governance.

Audit organs, control on compliance with the above mentioned principles and report on it during shareholders meetings.

Tonucci & Partners Corporate and Commercial Department provides specialized and complete assistance on corporate governance matters, including report drafting or consulting on report drafting within the guidelines of listed or open companies.