How do you approach managing legal aspects during periods of instability or crises, and how does your legal strategy align with the broader business strategy to ensure the organisation’s resilience?  

In general, I focus on the ability to understand my organisations’ strengths and business drive, as this allows me to provide more robust, pragmatic and focused legal advice. I feel that in my role I am well-placed, due to a deep understanding of the internal organisation, to drive change within the latter, aiming at a proactive approach to identifying legal risks, cross-functional collaboration and ability to identify cost-effective solutions.  

In addition, as secretary of the board of directors, I am always focused on the design and ongoing maintenance of a sustainable governance framework regarding the whole group. As the role of the corporate secretary is evolving also to address new challenges that the organisations are facing, my experience is that in such role I am involved in a wider range of topics, including risk management, compliance and engagement with the shareholders/investors/proxy advisors. Now secretaries of the board of directors fulfil a much broader role than their traditional administrative one. The role of secretary of the board is rapidly evolving towards a trusted strategic advisory status as secretaries of the board are called to provide professional advice, but also guidance. To that end, I believe that it’s necessary for the company secretary to remain on top of governance trends and best practices globally, and feed what is appropriate back to the board. 

What are the main cases or transactions that you have been involved in recently?  

The historical growth of my organisation is mainly driven by geographic expansion and M&A. In my role I am deeply involved in both activities and most recent activities in this respect involve the incorporation of new legal entities in Saudi Arabia and Argentina, as well as support for an agreement to commercialise two leading and established pharma products that have enlarged and completed Recordati’s proven presence in the urology space. Support to that end has included also advising on the relevant M&A financing transaction. 

What do you see as the major legal challenges for businesses in Italy over the next five years, and how are you preparing to address them?  

I believe that one of the main legal challenges for businesses in Italy over the next five years is still the complex legal and regulatory environment applicable in particular to listed companies, due also to the multilayered dimension of applicable regulation, which often lacks clarity and efficiency. In this respect, the Italian legislator has passed several reforms in the last years also to implement the EU legal framework and new ones are coming in the near future. To name a few, in the beginning of 2024, the so-called capital law containing measures to support the competitiveness of capital market; such law also delegates the Government to adopt, within twelve months, one or more legislative decrees revising the consolidated law on Financial Intermediation (Legislative Decree 58/1998, “Consolidated Law on Finance”) and the provisions of the Civil Code applicable to listed companies, thus bringing potential additional novelties to the current already highly regulated panorama. 

In addition on April 2024, the European Parliament adopted a package of proposals known as the “EU Listing Act” which is designed to simplify/harmonise EU listing rules, make public capital markets in the EU more attractive for companies and facilitate access to capital, however, this is likely to come together with additional activities to be done in order to make sure EU countries and companies are compliant with such new provisions. 

Will the above and in general the upcoming legal reforms tackle the key problems of overall efficiency for businesses (listed companies) in Italy? For lawyers there is surely a need for a more comprehensive approach to be taken when it comes to such reform issues, exploring the opportunities for their organisations, always having in mind that nowadays lawyers are called to provide a more pragmatic legal advice to the management team and board of directors, and that “keep it simple” became the new mantra for lawyers within the organisations. 

There is still a long way to reach a clear and overall consistent set of rules which enhance efficiency and reduce activities overlapping and duplication of efforts in Italy: effective reforms are the first step, but, then, we get to the second step aimed at implementing those within the organizations; here lawyers will play a key role, by taking on the challenge of putting together and overseeing the new set of rules and ensure they are properly oriented as far as corporate governance and legal compliance are concerned, while also enabling their organizations to seize opportunities which can lead to business sustainable growth.