Work and professional experience
Ettore Maria Negro has continued to delve further in the study of corporate law and bankruptcy law since the start of his career.He has handled major litigation and extraordinary corporate operations in some of Italy’s leading law firms. . Since 1 January 2022 he has been working in the professional association called “Ettore Maria Negro & Associati – Studio Legale”.
Company Law
The professional experience of Ettore Maria Negro has focused on the study of the organization and functioning of joint-stock companies, including issues relating to financial statements, and has resulted in assistance provided in proceedings concerning the liability of directors and auditors (articles 2393 and 2476 of the Civil Code, article 146 of the Bankruptcy Law) and of companies that exercise management and coordination activities (article 2497 et seq. of the Civil Code); in proceedings pursuant to article 2409 of the Civil Code; in proceedings challenging resolutions of shareholders' meetings (including those approving the draft financial statements) and resolutions of the board of directors; in proceedings to ascertain whether a cause for dissolution of the company has occurred pursuant to article 2485, second paragraph, of the Civil Code, in proceedings relating to transactions with related parties; in judgments concerning conflicts between members, parasocial agreements, pledge of shares.
In the out-of-court field, the activity has focused on the drafting of bylaws, shareholders' agreements, investment agreements; the drafting of preparatory agreements for the purchase of shares (confidentiality agreements, expressions of interest, exclusivity agreements), legal due diligence, share purchase agreements and ancillary agreements; the incorporation of companies, including through the transfer of business or real estate and for the purposes of the subsequent transfer of shares or quotas; intra-group relations, including the drafting of group regulations.
He has also provided opinions on corporate structures, the operation of corporate bodies, and amendments to the bylaws. He provides ongoing consultancy regarding the activity of corporate bodies.
The assistance provided to a listed company in the liability action against the management and control bodies, for a value of approximately 2.5 billion euros is significant. Recently, he obtained the judicial seizure of a shareholding worth over 10 million euros in the interest of a shareholder, and the definitive transfer to the latter following an arbitration proceeding. Furthermore, he is currently assisting two non-executive directors of a bank in the liability action brought by the latter, for a value of 450 million euros.
His professional experience has also concerned the organization and activity of banking companies, with numerous opinions given on the functions and requirements of management bodies, transactions with related/affiliated parties, about participation in the meeting and rights of shareholders, pledge and personal guarantees, and also expressed in legal assistance.
He has provided assistance in liability actions against directors and auditors of bankrupt companies and in actions rescinding bankruptcy adjudications. An additional area of experience is assistance in sanction proceedings by Banca d’Italia, Consob and the Supervisory Board of Financial Advisors and in appeals against their decisions.
Business Crisis Law
He has developed specific expertise in the field of insolvency proceedings, collaborating since July 2013 with the insolvency proceedings section of the Court of Milan as a liquidator and judicial commissioner.
In the field of bankruptcy law and business crisis, he has had the opportunity to deal extensively with debt restructuring operations and assistance in preventive composition proceedings. He has assisted several companies starting from the filing of the appeal pursuant to art. 161, sixth paragraph, L.F. and up to the execution of the respective compositions, all approved. He is currently assisting two companies in unitary proceedings for access to the instruments for regulating crisis and insolvency (arts. 40 and 44, CCII).
He has provided assistance in liability actions against directors and auditors of the insolvent company and in revocatory actions.
Another practice area concerns the purchase of mortgage-backed UTP receivables for the purpose of acquiring the pledged real estate, including through securitisation transactions, as well as the sale of shares in real estate investment funds.
In the past, he has dealt extensively with litigation in the field of financial intermediation (liability of intermediaries; invalidity and issues with derivative contracts).
Lastly, he has also provided assistance in unfair competition proceedings, tenders, leases and international sales, supply and concession agreements (including in the pharmaceutical industry).
Judicial assignments
He collaborates with the specialized section on corporate matters of the Court of Milan. He was appointed special curator of the company pursuant to art. 78, second paragraph, of the Italian Code of Civil Procedure, in the context of:
- judicial inspection proceedings pursuant to art. 2409 of the Italian Civil Code;
- judgments on the liability of directors;
- urgent precautionary proceedings for the revocation of the director of a partnership.
He also collaborates with the bankruptcy proceedings section of the Court of Milan. He was appointed:
- curator in 42 bankruptcy proceedings and in 6 judicial liquidation proceedings;
- judicial commissioner in 5 preventive composition proceedings;
- liquidator in a controlled liquidation procedure;
- judicial liquidator in 2 approved preventive composition proceedings;
Academic appointments
From the 2009/2010 to the 2017/2018 academic year, he was adjunct professor at the Postgraduate School for the Legal Professions of the University of Parma, teaching Business Law, in particular on debt instruments and contracts for the acquisition of shareholdings. From the 2004/2005 to the 2005/2006 academic year, he was adjunct professor at the Postgraduate School for the Legal Professions of the University of Brescia, teaching techniques for drafting international contracts.
Other positions
Since April 2024 he has been a member of the Supervisory Committee of the administration procedure of Acciaierie d'Italia S.p.a.
Publications
Il ruolo del comitato di sorveglianza nell’amministrazione straordinaria la funzione autorizzativa, (the role of the monitoring committee in extraordinary administration: the authorization function) in Ristrutturazioni Aziendali, 17 marzo 2025;
Conversazione estemporanea sulla riforma dell’art. 2407 c.c. (extemporaneous conersation on art. 2407 c.c. of the civil code reform), in Ristrutturazioni Aziendali, 17 marzo 2025;
Composizione negoziata della crisi e imprenditore insolvente (negotiated settlement of the crisis and insolvent entrepreneur) in Crisi e risanamento, no. 56/2023
L’ammissione al passivo con riserva: i crediti condizionati e il credito del fideiussore escusso dopo la dichiarazione d’insolvenza (Allowance of claims in bankruptcy subject to reservation: conditional claims and guarantor’s claim enforced after the insolvency adjudication) in Crisi e risanamento, no. 26/2018La cosiddetta “desistenza postuma” all’esame della Corte di cassazione (The so-called “posthumous withdrawal” under consideration by the Court of Cassation), in Fallimento, 3/2017, p. 305 et seq.Proposte concorrenti, rinuncia alla domanda e revoca della proposta di concordato preventivo (Competing proposals, discontinuance of the proceedings and withdrawal of the composition proposal), in ilCaso.it, 12 February 2016)Spetta all'intermediario accertare se l'investitore persona fisica sia operatore qualificato (The intermediary is responsible for ascertaining whether the natural person investor is a qualified investor), comment to Cassation, 27 October 2015, no. 21887, in ilsocietario.it, 14 December 2015
Modifiche statutarie dei diritti di partecipazione dei soci e diritto di recesso (Bylaw amendments to shareholders’ rights of participation and right to withdraw), comment to Court of Milan, 31 July 2015, in ilsocietario.it, 20 November 2015
Regole di condotta degli intermediari finanziari: gli obblighi di informazione (Rules of conduct for financial intermediaries: disclosure obligations), in Giur. Comm. 2005, II, 489
L’offerta fuori sede di prodotti diversi dagli strumenti finanziari e dai servizi di investimento (Door-to-door selling of products other than financial instruments and investment services), in Banca, Borsa e Tit. cred., 2001, I, 633
La procedura di approvazione del regolamento semplificato, in Novità in materia di Fondi comuni di investimento (The approval procedure for simplified regulations, in Changes in Mutual Investment Funds), Proceedings of the ITA S.r.l. Convention, Milan, 13 February 2001
Le trattative e la responsabilità precontrattuale, in Tecniche di redazione e di gestione dei contratti d’impresa (Negotiations and pre-contractual liability, in Techniques for preparing and managing business agreements), Proceedings of the ITA S.r.l. Convention, Milan, 14 and 15 September 2000
Sulla validità della sottoscrizione cambiaria apposta mediante timbro a stampa (On the validity of a promissory note signed with a stamp), in Giur. It., 1995, I, 2, 163
Brevi riflessioni su mandato in rem propriam e cessione di credito nel concordato preventivo (Brief considerations on agency granted in the interest of the agent and credit assignment in composition with creditors), in Giur. It., 1994, I, 2, 703