Family businesses are the backbone of the Italian economy.
These businesses generate 80% of Italy’s GDP, employing 75% of the population. In terms of the incidence of family businesses, the Italian context is in line with that of the main European economies such as France (80%), Germany (90%), Spain (83%) and the United Kingdom (80%), while the element that differentiates Italy from these countries is the lower recourse to external managers by entrepreneurial families: 66% of Italian family businesses have all the management composed of family members, while in France this situation is found in 26% of family businesses and in the United Kingdom in only 10%. Numerically, family businesses account for almost 60% of the Italian stock market (with a total of around 290 companies listed), and weigh in at more than 25% of its capitalisation.
However, only 30% of family businesses go beyond the first generation and about three out of four have not and do not plan an intergenerational business transition.
The issue of generational transition and continuity of the family business has taken on crucial importance in the Italian economic system. Governance and the division of labour within the family business frequently reflect the personality and skills of the founder. One of the main risks caused by this type of approach is the loss of business know-how, i.e. the wealth of knowledge and skills acquired by the entrepreneur and the employees of the family business.
The generational handover is certainly a process that has to be planned with due care, because it is complex and risky for both the entrepreneur and the company itself.
In Italy, 65% of companies with a turnover of 20 million euros or more are family businesses. But family, ownership and business have areas of overlap that often trigger conflicts and tensions. This is why it is necessary to be fully aware and to prepare strategic plans based on economic rationality and not on mere family logic that end up compromising business competitiveness and the very life of the family business.
In order to safeguard the business continuity of the family business, it is therefore necessary to adopt a precise strategy so that the generational transition does not have a negative impact on the business, but rather becomes an opportunity for the transfer, not only of business shares and/or roles, but also of know-how and business values as critical success factors of the family business.
The lawyer Luca Membretti assesses the legal, organisational, asset and tax implications of internal succession issues: in terms of planning, governance management, corporate assets (assets, know-how, business model) and further critical issues related to the generational transfer of family businesses.
Managing the generational transition of family businesses
The legal assistance of an experienced lawyer is crucial in the planning and management of business generational transitions, which include family, legal, property, tax and organisational issues.
The attitude of those involved in business succession is often an element of conflict that negatively affects this delicate process.
Lawyer Luca Membretti together with his law firm MMSLEX have developed significant expertise in the management of generational handovers and in identifying the most effective solutions and legal instruments for the transmission of business assets and intangible assets linked to business know-how.
The legal advice follows a tailor-made approach to the client: from an initial due diligence phase aimed at an analytical mapping of the company’s assets, to a moment of audit of the client and all the family members involved in the transmission, thus favouring the establishment of a dialogue from which the objectives and drivers that will guide the subsequent legal process will emerge.
In the generational handover, our law firm carefully analyses all legal and tax issues related to the revision of the ownership structure and the possible use of financial leverage, since the moment of the generational handover often coincides with the redefinition of the corporate strategy.
Lawyer Luca Membretti and his MMSLEX law firm offer a dedicated and tailor-made service to entrepreneurs in the planning and implementation of solutions aimed at corporate generational handover, even in situations characterised by uncertainty or conflict, through a multidisciplinary approach integrating transversal skills. The intervention of the legal advisor encourages communication between different generations and facilitates the use of management and monitoring systems that codify the wealth of experience of those who founded the family business. These will facilitate the successor to continue the business independently. In the absence of family members wishing to take over the leadership of the business, ‘external’ generational handovers involving managers and employees of the family business are opted for. The MMSLEX law firm assists family businesses in planning and implementing the generational handover through the most effective legal instruments for this purpose, such as:
- the introduction of specific statutory clauses;
- the establishment of family holding companies
- the provision of family pacts;
- the provision of special categories of shareholdings;
- the conclusion of shareholders’ agreements;
- the establishment of trusts;
- the fiduciary registration of company shareholdings;
- the reorganisation of the corporate structure through extraordinary transactions.
From the opening of the succession to its conclusion, the process can be complex and decision-intensive. In order to ensure the sustainability of the business as it passes to the next generation, we assist family businesses in planning an optimal succession plan to ensure the generational continuity of the family business and safeguard the family fortune.
Inheritance donation involves a donor and a donee, ready through a contract to see the business property pass from the former to the latter, free of charge. The tax treatment of the generational transfer of the business may be subject to different variations. The law firm’s professionals will propose a final solution that is satisfactory to both parties.
The family pact is an instrument by which the entrepreneur can transfer the company or shares in the capital to one or more heirs. It is a contract that aims to stabilise those hereditary successions with several donors. Our legal advice will be aimed at supporting you in defining the rules on the basis of which to manage the transfer of the business, thus safeguarding it from possible conflicts between shareholders/heirs.
Family holding company
The family holding company represents one of the most functional instruments for the management and transfer of businesses and assets held by articulated family groups with a view to both generational transition and rationalisation of corporate assets.
The MMSLEX law firm has extensive experience both in the setting-up phase of holding companies, implementing the most suitable and effective legal instruments, and in the phase during which our professionals assist the entrepreneur in managing the legal and tax issues typical of these corporate instruments.