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The Growth Law Decree: important changes relating to securitisations

 

13 maggio 2019

On 1 May 2019 the so-called 2019 Growth Law Decree (the Decree) entered into force which introduces, inter alia, substantial amendments to Law No. 130 of 30 April 1999 (Law 130) aimed at facilitating the disposal and appreciation of impaired loans and/or registered movable and immovable assets.

Amendments to Law 130

The Decree has modified the rules governing supporting special purpose vehicles (società veicolo d’appoggio) under article 7.1, paragraphs 4 and 5, of Law 130, by providing that:

  • within the framework of the same securitisation transaction it is now possible to set up several supporting special purpose vehicles in order to dispose of registered movable and immovable assets also through the sale of the equity stake in the relevant supporting special purpose vehicle;

  • the assets and the related rights may be transferred to the securitisation company pursuant to article 58 of the Consolidated Banking Act, even if they are not identifiable as a block (in blocco), without any additional formalities or annotations other than those envisaged therein;

  • such assets and rights, as well as the relevant proceeds, are segregated by law for the benefit of noteholders and constitute separate assets from those of the supporting special purpose vehicles;

  • stamp, mortgage and cadastral duty shall apply at a fixed rate to the transfer of assets and rights to the supporting special purpose vehicles and the relevant operations, as well as – under certain limited conditions – to the subsequent transfer to third parties;

  • as to leasing, special purpose vehicles are assimilated, from a fiscal point of view, to companies engaged in financial leasing; furthermore, in the event that – together with assets – financial lease contracts or the legal relationships resulting from their termination are transferred to the supporting special purpose vehicle, it is sufficient that the supporting special vehicle is fully consolidated in the balance sheet of a financial intermediary under article 106 of the Consolidated Banking Act.

In addition to the foregoing, the Decree has supplemented the provisions concerning the securitisation of proceeds deriving from registered movable and immovable assets under article 7, paragraph 1, letter b-bis, of Law 130. In particular, the legislator has ruled that the securitisation companies carrying out this type of transactions are not allowed to perform securitisations of a different nature, and the assets acquired by the securitisation company are exclusively available to satisfy the obligations of the special purpose vehicle to the noteholders.

Effectiveness

The Decree was published in the Official Journal of 30 April 2019 and entered into force on ­­1 May 2019.

It shall be converted into law within 60 days of its publication date. 

 

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