Mr Eugenio Vaccari

Eugenio Vaccari

Lawyer biography

Education
University of Genoa, (Italy) Law Degree, 1983;
Lawyer; Admitted to Bar of Rome
 
Academical Background
2007 – 2019 Professor Master Corporate Law Il Sole 24 Ore (Italy);
2007 - 2019 Professor Master European corporate law University of Rome la Sapienza;
2018 Co - author of book International Business Law ed.Wolters Kluwer (Drafting, execution and performance of international contracts, representations, warranties and financial covenants, Shareholder’s Agreements)
 
Work Experience
  • 1983  – 1984 Prof Victor Uckmar Law firm, Genoa, (Italy) Tax and corporate law trainee
  • 1984 – 1988 CoeClerici SpA Genoa, (italy) Manager legal department (international contracts, shipping, trading of raw materials)
  • 1988-1991 – Micoperi SpA Milan (Italy) Head of Legal Affairs (EPC contracts oil platform construction; shipping insurance)
  • 1991- 1999  Edison SpA Milan (Italy) Head of Legal Department (joint venture with major players in the energy and gas sector; corporate law; project finance)
  • 1999­ – 2001 Fininvest SpA Milan (Italy) Head of Legal Department (Corporate law, M&A)
  • 2001- 2018 Enel SpA Rome (Italy) Head of legal Department Enel Produzione; Enel Trade; Head of Compliance (international contracts connected to oil, gas, coal trading, EPC contracts connected to power plants and renewable energy, power purchase agreements, joint venture, M&A, administrative and environmental issues, corporate law, compliance issues)
  • 2019 Associate Grieco e Associati Rome (Italy)
Languages
Italian, English, French, Spanish. 
 
Practice area
Corporate law, Mergers and Acquisition, Corporate Governance, Compliance
 

Updates

Corporate & Commercial

Supreme Court of Cassation rules on directors' revocation and spoil system
Italy | 19 October 2020

The Supreme Court of Cassation recently ruled on the revocation of the board chair of a listed company controlled by a public entity shareholder. The court clarified the concept of just cause with regard to directors' revocation under Article 2383 of the Civil Code. The court also stated that directors' revocation must be specifically provided for in the shareholders' meeting resolution. If the company cannot prove the revocation's just cause, the director must be compensated for damages borne.

COVID-19 and shareholder loan reimbursement
Italy | 14 September 2020

The reimbursement of shareholder loans to a company and the reimbursement of loans made by companies belonging to the same group are postponed until other company creditors have been reimbursed if there is an excessive imbalance between the financed company's debt and its net equity or if its financial situation would be better improved through a capital increase. However, in light of the COVID-19 emergency, these norms have been suspended for loans made between 9 April 2020 and 31 December 2020.

Court of Milan rules on simul stabunt simul cadent clause
Italy | 29 June 2020

The Court of Milan recently examined the simul stabunt simul cadent clause in a joint stock company's articles of association. Pursuant to such clause, if a director resigns from the board of directors, the entire board is no longer in charge of the company and a shareholders' meeting must be called to appoint a new board. If the ousted director proves that this clause has been used illicitly and that such use amounts to an abuse of power by the company, they can be compensated for damages suffered.

Supreme Court of Cassation rules on shareholder loans and capital contributions
Italy | 20 April 2020

The Supreme Court of Cassation recently clarified the distinction between shareholder financing and shareholder capital contributions, with the former being a loan and the latter being a capital contribution in order to finance a company. This decision confirms previous decisions which stated that the courts must assess shareholders' actual financial commitment to a company and not only the item recorded in the company's balance sheet.

Court of Rome clarifies shareholders' rights
Italy | 24 February 2020

The Court of Rome Companies Tribunal has set out an important principle concerning shareholders' rights regarding certain company decisions. The court granted an interim measure and consequently declared ineffective the resolution of a company's shareholders' meeting upon the request of a shareholder who claimed that the company's board of directors had failed to provide the shareholders with documents concerning a merger operation which would lead to a change of control over the company.

Supreme Court of Cassation rules on chair and deputy chair duties and directors' revocation
Italy | 20 January 2020

The Supreme Court of Cassation has set out important principles regarding the duties of chairs and deputy chairs of company boards of directors. In particularly, chairs' duties are of an organisational nature and must be fulfilled in a neutral way with the aim of coordinating the board as an impartial body. The court also ruled on directors' right to be indemnified in the event of their revocation without cause before the expiration of their appointment.

Supreme Court of Cassation rules on shareholders' right of withdrawal
Italy | 02 December 2019

A recent Court of Cassation decision concerned the amendment of a company's articles of association to considerably increase the percentage of legal reserve and extraordinary statutory reserve before dividends were distributed in favour of shareholders. The question before the court was whether the amendment was grounds for a shareholders' withdrawal on the basis that it was an amendment of articles of association with regard to shareholders' voting rights or their participation.

Supreme Court of Cassation decision on activities of controlling entities
Italy | 21 October 2019

Article 2497 of the Civil Code sets out that companies which provide direction to coordinate their subsidiaries are directly liable to the subsidiaries' minority shareholders for any damages caused to profitability and shareholding value by a violation of fair management principles. In this context, a recent Supreme Court of Cassation decision examined how to assess whether a corporate group exists and the scope of controlling entities' direction and coordination activities.

Supreme Court of Cassation examines rules on reimbursement of company loans
Italy | 23 September 2019

The Supreme Court of Cassation recently held that the postponement of loan reimbursements to company partners or shareholders applies not only in cases of court-assessed insolvency, but also if a company experiences temporary financial difficulties. The court also found that company management must refuse to reimburse loans to partners or shareholders if the company was experiencing financial difficulties when the loan was granted or the reimbursement was requested.

Directors' revocation and change of company control
Italy | 05 August 2019

In a recent decision, the Supreme Court of Cassation stated that the revocation of members of a controlled company's board of directors due to the transfer of the majority shareholdings to a third party does not constitute just cause for a director's revocation. Consequently, a change in control of a holding company does not breach the duty of trust between the company and its board members.

Business judgement rule and liability of non-executive directors
Italy | 15 July 2019

Italian corporate law establishes the liability of members of the board of directors of joint stock companies depending on whether they are chief executive officers or executive directors or independent and non-executive directors. Recent Supreme Court of Cassation and Milan Court of Appeal decisions focused on the liability of non-executive directors by affirming that they must be proactive and fulfil their duty to be as informed as possible to ensure a suitable standard of corporate governance.

Supreme Court of Cassation examines shareholders' agreements and put option clauses
Italy | 20 May 2019

The Supreme Court of Cassation recently examined the admissibility of a put option clause in a shareholders' agreement of a joint stock company by which one shareholder was committed to indemnify the other shareholders from any losses arising from payments to the company for stock capital contributions or other payments having a similar effect. The court's decision confirms that Italian company law admits shareholder agreement clauses in line with the international principles of lex mercatoria.

Shareholders' agreements – courts clarify rules for listed and non-listed companies
Italy | 18 March 2019

Italian company law contains specific provisions for shareholders' agreements relating to listed or non-listed companies. Two recent court decisions provide clarity in this regard and confirm that the existing legal framework broadly recognises the admissibility of shareholders' agreements in order to govern the rights and obligations of company shareholders, particularly for joint ventures in the financial, trade and industrial fields.