GIM Legal assists Castello SGR in the sale of a Greenfield on the outskirts of Milan, to be used as a Data Center

Cozzi Matteini Data Center

At the substantial conclusion of a complicated urban planning process conducted in concert between the parties, the purchase and sale of a large agricultural land was concluded (greenfield) building site in Melegnano, near Milan, on which the buyer - an American multinational leader in the sector - intends to build a data center of about 60.000 sqm.

The seller, a reserved AIF managed by Castello SGR, was assisted by GIM Legal STA, in particular by the Partner Nicola Cozzi (in the photo on the left), with the collaboration of the Junior Associate Carlo Macale and by the Managing Partner Luigi Rizzi for regulatory and tax aspects.

“There is great satisfaction - says the lawyer. Alessandro Matteini (pictured right), Partner in charge of the Real Estate department - for the successful conclusion of this operation. Even in the face of a series of numerous complications and difficulties, given the complexity of the operation, the team has demonstrated all its competence and professionalism, consolidating the position of GIM Legal as a reference firm in the Real Estate and assistance sector. in favor of investment funds and supervised intermediaries ".

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GIM Legal & The Lex Fellowship

The Lex Fellowship
Tuesday June 7 2022, at the headquarters in Viale dei Parioli, 124 in Rome, GIM Legal will host a large group of students from the most prestigious American universities thanks to the partnership with The Lex Fellowship, an international company specialized in offering graduates and undergraduates in the legal sector the opportunity to visit and test themselves in the most important and representative Italian law firms (and beyond).
For the occasion, the students of The Lex Fellowship will be asked to deal with various questions and tests prepared by our lawyers, with a focus on legal advice and assistance in matters related to GIM Legal such as Financial Services and Real Estate, to be solved individually and in groups under supervision of experienced professionals.
Collaboration, started in 2019 and temporarily suspended due to the pandemic, it is renewed and, in addition to the next 7 June appointment, a second one will be held on Friday 1 July 2022.

GIM Legal and BonelliErede in the opening of Illumina's European solution center in Milan

Illumina

Illumina's European Solution Center will be in the Mind Innovation District (former Expo 2015 area) of Milan

 

Illumina Inc., an American company listed on Nasdaq and specialized in gene sequencing, will open its Italian headquarters in Milan in the Mind Innovation District (formerly the Expo 2015 area), an innovation district where the new frontiers of technology and bio-sciences will converge. Lendlease - Australian multinational listed on the Australian Stock Exchange, leader in the infrastructure and real estate sector, specializing in the development of urban areas - is developing.

The Illumina headquarters will host the Californian company's solution center and research hub in Europe, with activities that will focus on genome and genomic sequencing applications.

Illumina was assisted by GIM Legal with a multidisciplinary team made up of the Partner Alessandro Matteini, by the Senior Associate Marco Conti and by the Associate Maria Chiara Zonfrilli.

Lendlease was assisted by BonelliErede with a team made up of the partner Johannes Karner, member of the Real Estate Focus Team, and its associates Francesca Del Giudice Greco e Giulia Vannoni.

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Regulatory changes of reserved AIFs possible turning point for investments in the real economy

FIA Reserved

After participating in the public consultation of the MEF, the considerations of GIM Legal regarding the changes in the discipline of Italian reserved AIFs

 

GIM Legal participated and contributed to the public consultation organized by Ministry of Economy and Finance on the proposal to revise art. 14 of the Decree of 5 March 2015, n. 30, Implementing regulation of art. 39 of the legislative decree 24 February 1998, n. 58, concerning the determination of the general criteria which the Italian collective investment schemes (UCITS) must comply with ("DM 30 / 2015"), Relating to the so-called FIA - Reserved Italian alternative investment funds.

The regulatory review, recently introduced by MEF - Ministry of Economy and Finance, is aimed at extending the investment possibilities in Italian AIFs reserved for a wider range of customers, with medium and large assets and availability, guaranteeing them the possibility of investing in the medium / long term in liquid assets and in unlisted companies.

“After having actively participated in the Consultation of the Ministry of Economic Development last year on AIFs - he says Luigi Rizzi, Managing Partner of GIM Legal - we welcome with great satisfaction and full agreement some changes made to the regulatory text. With regard to the reduction of the minimum investment limit, as motivated in the consultation, we agree with the Ministry that euro 100.000 is a reasonable limit, given the nature of the financial investment, represented by an illiquid fund that requires an adequate level of financial knowledge to understand how it works ".

“These new regulations, given the need for large investments in the real economy - concludes the lawyer. Marco Corica, head of the Venture Capital team of GIM Legal - represents a possible turning point for the reserved Italian alternative investment funds because the market share and the number of potential investors interested in exploiting their great potential is significantly increased and therefore will also make it more incisive the ability to raise capital for the development of industries with the greatest development potential ".

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Accident in the workplace: there is the responsibility of the entity for the worker with duties other than those agreed

Injury

(Cass. Criminal, Section IV, 21 February 2022, n. 5869)

Section IV of the Court of Cassation - with the sentence indicated in the epigraph - ruled on the existence of the conditions for the administrative liability of the entity, on the occasion of a proceeding for negligent injury ex art. 25 f Legislative Decree 231/2001, caused by having assigned the worker to tasks other than those agreed upon.

In the present case, the Naples Court of Appeal pronounced a sentence of conviction, since the institution had assigned a custodian to building tasks not falling within its competence and, due to the lack of equipment and following the best practices, the worker had been injured after falling from the dock while doing paint jobs. The body lodged an appeal against the second degree sentence, believing that it had no interest or advantage from the use of the caretaker for construction tasks, given that it had already commissioned a company for the painting and had therefore not achieved any cost savings. , as held by the Court of Appeal.

The Supreme Court found the appeal presented by the body unfounded, focusing on the discipline of the conditions of the administrative liability of the body ex art. 5 of Legislative Decree 231/2001, in the hypothesis of assignment of the worker to duties outside the employment contract.

In this sense, the Ermellini affirmed that "The Court of Appeal clearly explained how there was a clear interest on the part of the entity in relation to the negligent conduct of the agent, consisting of the cost savings resulting from having used an employee to carry out tasks (construction at a height) outside of those provided for in his / her employment contract (caretaker). There is also no evidence in documents that the painting work had been commissioned to a specialized firm, as generically inferred by the applicant ". On the basis of the foregoing, the Court found the entity's interest in committing the predicate offense to be proven, to be identified in the cost savings relating to the assignment of the worker to tasks other than those agreed.

In conclusion, the Court of Cassation found the aforementioned reason for appeal to be unfounded; however - as the limitation period has expired ex art. 22 Legislative Decree 231/2001 - ordered the annulment of the contested sentence, as the administrative offense was extinguished due to a prescription.

NFT Art, considerations and metrics

What are NFTs?

The focus of GIM Legal on the theoretical, technical and legal aspects of Non-Fungible Tokens, the relationship with the blockchain and the application to the art market.

 

- NFT o Non-fungible tokens are having such wide success that they are literally revolutionizing the world ofmodern art.

In this document, prepared by Avv. Giulia Arangüena, partner in charge of the Fintech department and the team BlockFin, their characteristics are explored in detail, explaining what they are and what value they have, considering all the theoretical, technical and legal aspects connected to them, without excluding their relationship with blockchain technology.

The document also offers a particular focus on their application in the art market and can be downloaded at the following link:

GIM Legal Focus NFT Art

The 8th Italian Report on Minibonds: analysis and metrics

Minibonds.

On 14 March 2022 theMilan Polytechnic Observatory presented the8th Italian Report on Minibonds.

 

The 8th Italian Report on Minibonds produced by the Politecnico Observatory was recently presented, one of the most anticipated events for operators in the sector and for all those who invest daily in alternative finance given that minibonds represent one of the major forms of alternative and complementary financing to bank credit to diversify sources and access the competitive market for professional investors.

The research identified 832 Italian companies that had placed minibonds as of 31 December 2021, of which 520 (i.e. 62,5%) are SMEs according to the EU definition.

There were 200 issuers (of which 163 entered the market for the first time) whose legal form was mainly SpA 52,0%, for 45,0% Srl (type in strong increase) and for 3,0 , XNUMX% cooperative companies.

Regarding the maturity, the distribution continues to be very varied, with a number of titles short term with maturity a few months and issues with a longer maturity and the average value of 2021 is around 5,63 years (down compared to 2020).

The presence of call and put options with respect to the repayment of capital which is frequent in minibonds; in 2021, there was an increase in those with an early redemption call option at the issuer's discretion.

Last year the "basketball bond", Or system projects aimed at aggregating the issuers by geographical area or by production chain, also through securitization transactions.

Finally, with regard to the investors who subscribed the minibonds, 2021 confirmed the important role of the Italian banks which subscribed 43% of the volumes followed by (i) private debt funds for 23%; (ii) foreign funds and banks with 14% and (iii) Cassa Depositi e Prestiti for 9%.

With reference to the business sector, the manufacturing sector is in the lead (41,5% of the 2021 sample) followed by commerce (14,0%).

The Report

The Observatory

 

Non-residential properties: free conventional determination of the rent

La Court of Cassation, with ordinance no. 33884 of 12 November 2021, affirmed a principle of law on the subject of free conventional determination of the rent for buildings intended for use other than residential use.

The case submitted to the examination of the Ermellini originates from the disputed legitimacy of a revision agreement (increasing) of the rent originally agreed between the parties in the context of a lease contract for use other than residential use, for violation of the limits set from Law no. 392/1978, to articles 32 and 79.

In this regard, the Supreme Court found the complaint raised by the tenant regarding the illegitimacy of the rent revision agreement to be unfounded, recalling the principle, recently expressed by the same (albeit in a different ruling regarding the so-called "keying" of the rent lease), by virtue of which, in the matter of leases for use other than residential use, the agreement of a differentiated and increasing rent for successive fractions of time must be considered legitimate, unless it emerges from the text of the agreement (or from extra-textual elements ) the intention of the parties to pursue the sole purpose of neutralizing the effects of the monetary devaluation, in circumvention of the limits imposed by art. 32 of Law no. 392/1978.

More specifically, in accordance with this principle, where the parties have not bound the differentiated determination of the fee to the use of objective and predetermined elements, capable of influencing the economic equilibrium of the relationship (independently of the annual variations of the purchasing power of the currency), the relative agreement must be considered void pursuant to the combined provisions of art. 32 and 79 of Law 392/1978.

On the basis of this approach and also taking into account the fact that the rental value of a property for commercial use may vary depending on extrinsic factors (ie. urban development, provision of major services, etc.) which cannot be forbidden for contracting parties to take into account for the purposes of (re) determining the consideration, the Supreme Court has stated the following principle of law: "In accordance with the general principle of the free conventional determination of the rent for buildings intended for use other than residential use, they must be considered legitimate, both the pact by which the parties, upon conclusion of the contract, predetermine the fee in a differentiated and increasing measure for successive fractions of time over the course of the relationship; as much as the subsequent agreement by which the parties agree by mutual agreement, during the course of the relationship, to establish a measure of the fee different from the one originally established; lthe legitimacy of these agreements (initial or subsequent) must however be excluded where it appears (from the text of the agreement or from extra-textual elements) that the parties have in reality surreptitiously pursued the aim of neutralizing only the effects of the monetary devaluation, circumventing the limits quantities set by Law no. 392 of 1978, art. 32. "

In conclusion, it will be up to the trial judge, during the negotiation interpretation, to ascertain the real will of the contracting parties and then evaluate whether by means of the formula adopted for the determination of differentiated and increasing rents for fractions of time, or through the stipulation of agreements modifying the fee during the course of the relationship, the parties have intended to pursue the aim of neutralizing the negative effects of the currency devaluation or have intended to give the lessor, in a dynamic measure, greater fruitfulness in real terms of the transferred use of the property.

Court of Cassation Order 33884 of 12.11.2021

 

 

GIM Legal as Deal Counsel in the Unwinding of the securitasion ICCREA SME Cart 2016

Iccrea

GIM Legal acted which one deal counsel in the early repayment and consensual termination of the securitization carried out by the ICCREA Group in 2016 on credit portfolios deriving from financial leasing contracts, with the issue of 5 classes of notes by the vehicle company pursuant to Law 130/1999 called ICCREA SME Cart 2016 Srl.

The operation, completed on 17 June last, was completed through the exercise by the originator ICCREA BancaImpresa SpA (IBI) of the call option provided for in the original transfer agreement, repurchase pursuant to art. 58 of the Consolidated Law on Banking of residual receivables and subsequent full early repayment of the outstanding notes for about 607 million euro.

Il termination and unwinding agreement it was signed by all parties involved in the securitization, including Citibank (as Principal Paying Agent, Italian Paying Agent, Agent Bank and Account Bank), IBI (as Originator and Servicer), ICCREA Banca SpA (as Arranger, Expenses Account Bank and Back-up Servicer), Accounting Partners SpA (as Computation Agent and Representative of the Noteholders), Zenith Service SpA (as Back-up Servicer Facilitator) e F2A Srl (as Corporate Services Provider).

The GIM Legal team dedicated to the operation was led by the partners Nicola Cozzi e Alessandro Matteini, with the collaboration of the associate Emanuele D'Auria.

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GIM Legal assisted Castello SGR in financing the "Innovation Campus Milano" real estate complex

DLA Piper he assisted VTB Bank, as arranger bank and lending bank, in the financing transaction carried out in favor of the alternative real estate investment fund called "Green Fund One" and managed by Castello SGR and relating to the multipurpose real estate complex called "Innovation Campus Milan”, Located in the municipality of Peschiera Borromeo (Milan) and the first example of a campus in Italy built according to the American LEED certification criteria.

In particular, the financing transaction, for the amount of euro 40 million, was carried out in the context of the transfer of the aforementioned real estate complex from the investment fund called "Gennaker" (also managed by Castello SGR) to the Green Fund One investment fund, with simultaneous takeover by the latter of a portion of debt relating or connected to the aforementioned real estate complex.

Castello SGR SpA was assisted GIM Legal in the structuring and execution of the transaction and in the negotiations concerning the financial documentation completed between the new fund and VTB Banca, at the same time as the senior creditor's release of the guarantees on the property.

DLA Piper assisted VTB Bank with a multidisciplinary team coordinated by the partner Giuseppe Mele and the lawyer Ivano Sproviero and composed of the latter, together with the trainee Costanza Dejana, for the financial law profiles of the operation, by the partner Olaf Schmidt and by the Chiara Sciaraffa for the real estate aspects, by the partner Carmen Chierchia and by the lawyer Sabrina Calatroni for the planning law profiles, as well as by the partner Andrea Di Dio for the tax aspects of the operation.

The GIM Legal team dedicated to the operation was coordinated by the partners Nicola Cozzi (for corporate and financial profiles) e Luigi Rizzi (for regulatory profiles), with the collaboration of the associates Emanuele D'Auria e Anna Laura Pisu.

The parties availed themselves of the collaboration of Notary Marco Ruggeri for the stipulation of some key documents of the transaction at the time of closing.

 

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