Ettore Maria
Negro_

Partner

AREAS OF EXPERTISE

  • Business and company law
  • Insolvency proceedings and restructuring
  • Banking and financial services
  • Litigation and arbitration

EDUCATION

  • Specialisation course “Il nuovo diritto fallimentare. Crisi d’impresa e continuità aziendale. Le novità del D.L. 22 giugno 2012 n. 83” (The new bankruptcy law. Businesses in distress and continuity. The changes introduced by Decree-Law no. 83 of 22 June 2012), Department of Private and Procedural Law, University of Florence, November 2012
  • Degree in Law, Catholic University of the Sacred Heart, Milan, 1988

PROFESSIONAL ASSOCIATIONS

  • Association of Insolvency Practitioners of Milan, 2017
  • Special register of barristers authorised to practice before the Supreme Court and Higher Courts, 2006
  • Milan Bar Association, 1994
  • Società Italiana di Studi Concorsuali (S.I.S.Co. - Italian Society of Insolvency Studies), 2014
  • Register of business crisis managers, 2023
  • Registered in the list of experts in the negotiated settlement for the resolution of enterprise crisis, 2023

LANGUAGES

  • Italian
  • English

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

Insights_

11
11_
2021
News
Bankruptcy of the de facto supercompany

The merely incidental finding of the existence of a so-called de facto supercompany does not automatically lead to its bankruptcy should one of its partners be insolvent.


6
7_
2021
News
Corporate governance of banks: update on Banca d’Italia’s supervisory provisions

Banca d’Italia has issued an update on the supervisory provisions concerning banks’ corporate governance (Circular No. 285/2013). The amendments are targeted at strengthening Italian banks’ governance structures and taking into account changes in European guidelines (the so-called CRD V directive and EBA Guidelines).


22
6_
2021
News
BANCA D’ITALIA DISMISSES SANCTION PROCEEDINGS AGAINST TWO OF THE FIRM’S CLIENTS

Negrolex, with a team led by Ettore Maria Negro and Donatella D’Ambrosio, has assisted two members of the Board of Directors of a well-known Italian bank in sanction proceedings brought by Banca d’Italia. Although at the conclusion of the preliminary investigation phase, the Institutional Relations Service proposed the application of a fine, Banca d’Italia’s Directorate (Governing Board), having assessed all the records of the proceedings, decided not to pursue the sanction procedure against the Firm’s two clients.


24
5_
2021
News
RESUMPTION OF PROCEEDINGS THAT HAD BEEN INTERRUPTED ON ACCOUNT OF THE BANKRUPTCY OF ONE PARTY

The Court of Cassation in Joint Sitting has intervened to resolve the conflict in case law that has arisen on the subject of the resumption of proceedings that have been interrupted by a supervening adjudication in bankruptcy.


30
4_
2021
News
PRE-DEDUCTION OF THE CLAIM OF A PROFESSIONAL WHO HAS PROVIDED THEIR SERVICES WITH A VIEW TO CARRYING OUT A COMPOSITION WITH CREDITORS

With order no. 10885/2021, published on 23 April 2021, the Supreme Court forwarded to the First President, for possible assignment to the Joint Sitting, the documents relating to the issue concerning the pre-deductibility (preference over creditors) of the claim of a professional who carried out his work to access a composition with creditors, which was not successful.


6
2_
2018
Publications
Allowance of claims in bankruptcy subject to reservation: conditional claims and guarantor’s claim enforced after the insolvency adjudication

The comment examines the case of the allowance of a claim in bankruptcy subject to reservation from the point of view of its framing within the insolvency rules and focuses on aspects relating to the allowance of conditional claims. In particular, the issue of the allowance of the guarantor’s claim, jointly and severally liable with the bankrupt, which is enforced after the insolvency adjudication, is addressed, and the different directions of case law and doctrine are illustrated.


13
3_
2017
Allowance of claims in bankruptcy subject to reservation: conditional claims and guarantor’s claim enforced after the insolvency adjudication
The so-called “posthumous withdrawal” under consideration by the Court of Cassation

The order of the Court of Cassation comes after a conflict of case law on the substance - recent examples of which are given - concerning the effects of the petitioning creditor’s withdrawal after the adjudication in bankruptcy is pronounced. The Court held that the so-called “posthumous” withdrawal is ineffective, with very concise reasoning that does not reveal the logic behind the decision. The comment offers an interpretation that, while agreeing with the decision of the Court of Cassation, attempts to show that it is a necessary consequence of the effectiveness of the adjudication in bankruptcy.