PUBLICATIONS AND NEWS

13 December 2018
Innovations in the bankruptcy codeIn recent times many people often talk about the reform of Italian bankruptcy code and, in particular, the lack of a sufficient number of professionals in comparison with the needs. However, rather than the number of professionals, we need to look at their skills and acquired experiences. In fact, over the last ten years, specific professional skills in the various roles and stages of the crisis of companies have been developed. The expertise acquired in bankruptcy proceedings is different from that one relating to “going concern” activities (restructuring agreements and plans). It’s useful to develop a system for identifying, within professional categories, who is the most suitable to support companies, in accordance with their role and stage. Therefore, since the professional profiles already exist, broadening the knowledge to other professionals, in particular younger colleagues, should not be a problem if addressed through the “learning by doing” approach. The same consideration holds true as regards the increase in the number of statutory auditors. Since in smaller companies the auditors have a different and more extensive approach, it’s necessary to create a transition mechanism, based on the “learning by doing” among different levels of experience.
18 October 2018
Integra World Wide Conference 2018: more than 300 professional advisors, from all over the world, will participate at Integra World Wide Conference in Florence, 18th-20th October.It is The main topics of discussion will be: IT security, cyber currency, blockchain and banks’ financial situation. Among others, speakers will be Mr Scibetta- President of Integra International, Mr. Moulin – President of ABL and Mr Kirby who represent CII (Counsil of International Investigation). All Italian members of Integra will partecipate in the event, including PGS Consulenti/Studio Papa. Mr Papa will expose in particular the Italian market opportunity in Cross Border M&A and UTP / “Single Name” Acquisition.
21 March 2018
It is more effective for banks to sell Utp credits to specialized operators than continuously write-down them 
Recently the banking system has been involved in the significant disposal of Npl. Today the focus is on Utp (Unlikely to pay) loans, namely credits deemed difficult to recover. The Utp loans market is worth about 100 billion euro. In order to avoid the transition of Upt to Npl, it is necessary to act. In this context it is worth to evaluate the trade off between managing and selling Utp. It is believed that the disposal processes will be preferred in the future also considering that the management of Utp has not yet led to the expected results. In fact, about 40% of the restructuring agreements have ended after four years with companies in wound up or bankruptcy proceedings. An efficient and timely sale of the Utp allows to achieve a better profitability. The tendency of the banks is to reduce the incidence of Npl on the total through an increase in coverage. However, the increase in coverage does not solve the problem, rather it makes it heavier.The value of Utp, given the underlying distressed companies, highlights the need of managing the company in a specialized and timely manner. It will therefore be difficult to sell Utp loans as a whole, while the disposals of a single debtor company (single name) or limited aggregations (for the same sector or production chain) will be the best way to deal with Utp loans, also in terms of greater valorization for banks. The process of Utp disposals, presumes an effective relaunch / restructuring of the companies involved. Therefore, specialist skills are required both in terms of corporate restructuring and credit management. Recently, investors interested in this activity range from entrepreneurs who want to invest in complementary distressed companies, to national or international funds and investment banks, that are raising funds in order to run these activities, up to Spac aimed at managing Utp. This is an opportunity that banks can not lose in order to monetize substandard loans and get back, after years of managing corporate reorganization processes, to play their role as credit managers.
20 March 2018
Risanamento, Intesa and Unicredit Board of Directors lists
The following lists of candidates have been received by Risanamento on March 19, 2018 for the appointment of the Board of Directors to be submitted to the next Risanamento Shareholders’ Meeting called for April 13, 2018 (with a second call convened for April 16, 2018). LIST 1 – Intesa Sanpaolo, owner of 48.9% of the ordinary shares, presented the following list: 1. Claudio Calabi, 2. Giulia Pusterla, 3. Giancarlo Scotti,  4. Antonia Maria Negri Clementi, 5. Guido Croci. LIST 2 – Unicredit, owner of 22.231% of the ordinary shares, presented the following list: 1. Franco Carlo Papa
27 January 2018
Milan: important dinner to discuss the debt refinancing
In a renowned Japanese restaurant in the center of Milan was held the operative/executive meeting between Han Li, Marco Fassone and two other members of Milan’s Board of Director: the Lawyer Roberto Cappelli and the Manager Marco Capuano.The new element is represented by the attendance of Franco Carlo Papa, President of the Audit Board and President of the consulting firm PGSConsulenti, specialized in corporate debt restructuring. The presence of Mr.Papa is connected to the financial side of the club and to the refinancing of the Elliott debt (303 mln), that will have to be paid backwithin October2018; specifically, the possibility to work with the Investment Bank BofA Merrill Lynch was discussed in order to find the right investor, in lightof the withdrawal of the fund Highbridge’s proposal.
26 January 2018
Milan: important dinner to discuss the debt refinancing
In a renowned Japanese restaurant in the center of Milan was held the operative/executive meeting between Han Li, Marco Fassone and two other members of Milan’s Board of Director: the Lawyer Roberto Cappelli and the Manager Marco Capuano.The new element is represented by the attendance of Franco Carlo Papa, President of the Audit Board and President of the consulting firm PGSConsulenti, specialized in corporate debt restructuring. The presence of Mr.Papa is connected to the financial side of the club and to the refinancing of the Elliott debt (303 mln), that will have to be paid backwithin October2018; specifically, the possibility to work with the Investment Bank BofA Merrill Lynch was discussed in order to find the right investor, in lightof the withdrawal of the fund Highbridge’s proposal.
22 December 2017
Stefanel SpA has appointed the new board of auditors
Stefanel SpA  has appointed the new board of directors and board of auditors. Franco Carlo Papa has been nominated as a member of the board of auditors
25 October 2017
Well done the new bankruptcy law, but why excluding large companies from crisis alerting system?
In order to improve the protection of creditors, the approved law envisages the obligation to report when certain parameters are exceeded. Mechanisms such as monitoring and planning will allow the company not to crash in crisis and should avoid an external subject to enter in the solving problem business process.In addition, the new bankruptcy law excludes large companies from activating alert procedures and reporting obligations. Nowadays, it has been developed a consolidated system consisting of subjects now able to managing business crises professionally. However, this choice does not impose reporting obligations on qualified public creditors and their control bodies.
24 August 2017
Big old guys look. Who will be the heir of Guido Rossi
The article (Il Fatto Quotidiano newspaper) reports Franco Carlo Papa in the list of profiles of leading Italian experts.
8 July 2017
Ratings to the bailout
The article (Milano Finanza newspaper) deals with a poll result about the main banking restructuring operations in the last 2 years, in which Franco Carlo Papa, among others, is part of the panel.
9 May 2017
The fund Idea Ccr takes Sinterama control
The article (Milano Finanza – sezione Mercati newspaper) deals with Sinterama S.p.A. debt restructuring plan certificated by Franco Carlo Papa as independent expert. Sinterama is European leader in the production of coloured polyester threads and yarns, with total revenue of 135 million Euros.
29 April 2017
Parmalat, closed investigations into the Lag case
The article (Gazzetta di Parma newspaper) deals with the shareholders’ meeting of Parmalat in which Franco Carlo Papa was appointed member of the new Board of Statutory Auditors.
28 April 2017
CPL restructures debt
The article (Milano Finanza newspaper) deals with the CPL Concordia debt restructuring through an agreement signed in compliance with ex art.67 L.F., based on a financial and industrial plan certificated by Franco Carlo Papa as independent expert. CPL is one of the major players in national energy services (energy management, photovoltaic system, natural gas-fuelled cogeneration etc..) with a consolidated value of production of 371.1 million Euros.
24 December 2016
Champions of 2016
The article (Milano Finanza newspaper) resumes the results of a survey on the best Italian managers and entrepreneurs in 2016. Franco Carlo Papa is part of the panel.
19 December 2016
FS Sistemi Urbani Chairman Franco Carlo Papa speaks at a workshop on the future of brownfield sites
Series of articles on the workshop “Railyards and the new city” organised by FS Sistemi Urbani — the property management arm of the national railway group  — with the Municipality of Milan. The event aimed to imagine the city of tomorrow, taking as its starting point railway brownfield sites. Participants included the Chairman of FS Sistemi Urbani Franco C. Papa. One of the most interesting projects, “Circle line” by Trenord, connected the most used public transport systems with seven disused railyards forming the heart of an urban transformation project in Milan to reconnect the city centre with the outskirts.
27 October 2016
Papa: Increasing interest in companies that have rediscovered their DNA
Interview with Franco Carlo Papa in which he reflects, as a professional expert in the field of company restructuring, on a recent and successful trend that has seen renewed focus on core business and a move away from merely financially-based attempts at expansion. Market analysis provides an ever greater number of instances of medium-to-large companies that have come back from the brink of disaster to concentrate on doing what they know best, in the process restoring their appeal to Italian and foreign funds.
8 October 2016
Chiarini at the helm of Manutencoop
The article (Milano Finanza newspaper) reports the appointment of Franco Carlo Papa in Manutencoop board of directors. Manutencoop is the leading Italian Integrated Facility Management operator, serving public and private customers for properties, the environment and in support of health care services, with a Consolidated turnover of 955.7million Euros and a Consolidated EBITDA of 93.1 million Euros.
27 July 2016
DLA Piper, KPMG, Pedersoli and Studio Papa involved in Enerpoint reorganisation
This article deals with the reorganisation of Enerpoint, underlining the role of the Studio Papa, which drew up the report certifying the agreement.
21 June 2016
PGS Consulenti assists the Gruppo Giochi Preziosi in debt refinancing
The 2014-2015 financial statements of the Gruppo Giochi Preziosi ended a long series of negative results, stabilising the group’s economic and financial situation and restoring the trust of the banks. A key factor in this turnaround was refinancing of debt amounting to 140 million euro, assisted by PGS Consulenti.
3 March 2016
Gas market still trapped between new models and old problems
This article provides economic analysis of the outlook for a gas market currently overshadowed by several negative factors. In Europe the level of reserves is high with only moderate demand, while in Asia decisions regarding the type of technology to be used for electrical power generation are an important factor. The first signs of oversupply are also beginning to show in Asia, and unless oversupply issues can be resolved, there could be convergence between the three main global markets (Asia, Europe and American) with a consequent drop in gas prices.
3 December 2015
Lack of planning in corporate decision-making and improvement of rating
Luca Sala and Marco Grappa (Partners of PGS Consulenti) underline the need to implement an appropriate system of financial planning as part of ordinary company activity and not just in times of crisis. Furthermore, clear reporting procedures might improve the correspondence of balance sheets to budgets. This is also important for periodical rating reviews.
19 November 2015
When is company recovery over?
This article by Luca Sala and Marco Grappa (Partners of PGS Consulenti) highlights the fact that, in the case of plans under Article 67 of the Bankruptcy Act, recovery has been clearly achieved when all debtors have discharged their obligations or on expiry of the term of the business plan. Recovery may also be deemed to be complete even prior to expiry of the plan where it is judged that the financial situation has stabilised following positive events.
1 October 2015
The new Italian valuation principles should also be used for equity instruments
Franco Carlo Papa (Chairman of PGS Consulenti) underlines the need for valuation experts to consider all privileges, including capital or administrative rights, in order to provide a proper estimate of the value of equity instruments. The existence of privileged capital rights, as indicated by the new Italian valuation principles (PIV), leads to a non-proportional distribution of the flows generated by the company between the different categories of instrument and of asset value following a liquidity event.
15 September 2015
How the new Italian valuation principles will improve transparency and uniformity
Carlo Papa (Chairman of PGS Consulenti) highlights how valuation, as provided for under the new Italian valuation principles (PIV) that will come into force on 1.1.2016, must be founded on the following requirements:
– Rationality – the estimate must follow a rigorous and convincing logical model;
– Verifiability – the valuation process must be reconstructable and be based on reasonable premises and reliable and authoritative sources;
– Coherence – correspondence between information, aims of valuation and results achieved;
– Reliability – objectivity of data, discretion on the part of the expert performing valuation being limited as much as possible.
10 July 2015
New Article 182 of the Bankruptcy Act speeds things up but reduces confidentiality
This article by Marco Grappa and Luca Sala (Partners di PGS Consulenti) underlines how Article 182-septies aims to encourage achievement of the majorities provided for under Article 182-bis, allowing possible disagreement between credit institutions. The new majorities might in future replace current procedures in accordance with Article 67, which however, being private in nature, do not require court intervention and ensure a greater degree of confidentiality in relation to customers and suppliers.
26 June 2015
The delicate task of the independent expert in company crises
Franco Carlo Papa (Chairman of PGS Consulenti) examines the ever larger burden of responsibility placed on the independent expert who is increasingly seen as the guarantor of bankruptcy procedures. The independent expert must strive for a balanced mix of accounting and corporate concerns, focussing on the task of providing an opinion on a plan following professional and independent certification process.
18 June 2015
Article 182-bis and the excessive misalignment parties and non-parties to agreements
This article by Franco Carlo Papa (Chairman of PGS Consulenti) highlights how the debt restructuring agreement alters the par conditio creditorum: creditors who are not parties to the agreement gain privileges over signatories. Those not signing the agreement must be paid in full within 120 days, an attractive option given the current payments situation in Italy.
6 June 2015
Reorganisations: how to exit the tunnel
An interview with Franco Carlo Papa (Chairman of PGS Consulenti) in which he underlines that the arrangement with creditors is still the most used tool, even if larger companies tend to prefer recovery plans under Article 67 of the Bankruptcy Act, given the absence of public disclosure requirements. The greater need for debt reduction could see a rise in the number of debt restructuring agreements under Article 182-bis of the same act. To date the improved the economic environment has not been reflected in restructuring processes, although its effects might be felt in a few years’ time.
5 June 2015
New offence of fraudulent accounting in force from 14 June 2015
This article by Marco Grappa (Partner of PGS Consulenti) examines the new offence of fraudulent accounting (for listed and non-listed companies) involving wrongful inclusion or omission of material facts that would tend objectively to mislead others. These offences are classified as “crimes of danger” rather than “crimes of damage” since it is no longer necessary to demonstrate that loss or damage has actually been caused by such unlawful accounting methods.
22 February 2014
Distressed M&A
Hosted by Unicredit, Franco Carlo Papa (Chairman of PGS Consulenti) and Luca Sala (Partner of PGS Consulenti), together with the DLA Piperteam made up of Partners Antonio Lombardo and Alberto Angeloni, tackled the broad question of Distressed M&A. After a detailed analysis of the specifics of crisis resolution procedures, the role and duties of the independent expert were examined in an attempt to set the process in its context. The distinctive features of Distressed M&A were then analysed in relation to company valuation in crisis situations, the approach of the financial institutes, critical issues, essential factors for success, as well as to timing and the preparation of contracts.
3 January 2014
Companies need to adopt a new mindset to change Italian finance
Franco Carlo Papa (Chairman of PGS Consulenti) and Luca Sala (Partner of PGS Consulenti) note how Italian entrepreneurial culture, which has always valued reserve, is hard to reconcile with the ever-increasing demand for communication, information and transparency by the banks. This is all the more important in the bank-centric Italian system. In order to overcome crisis successfully, the new challenge is to adopt an innovative model in terms of culture, governance and transparency, creating a managerial structure, in part through merger processes, that is increasingly less tied to the charismatic figure of the founder, thus contributing to the growth of the company and more in general of the Italian competitive environment.
16 November 2013
The role and responsibilities of the independent expert
At the second master’s course for specialisation in the new bankruptcy procedures for corporate crisis management, the presentation by Franco Carlo Papa (Chairman of PGS Consulenti) looked at the role and responsibility of the independent expert. Following a brief introduction on the origins and aims of this role, general and individual professional requirements were examined, together with a detailed analysis of relevant civil and criminal liability. Using summary charts and a description of the principles and guidelines to be followed, the activities required of the independent expert were described, with the help of some practical examples, in relation to truthfulness of data, feasibility of the plan and other specific assessments (such as the viability of the agreement and best deal for creditors).
14 November 2013
New investors and M&A: the future for companies that have survived the crisis
This article by Franco Carlo Papa (Chairman of PGS Consulenti) and Luca Sala (Partner of PGS Consulenti) analyses the conditions necessary for restoring company competiveness through consolidation processes in the current crisis environment. Detailed attention is given to the conditions for developing: 1) business valuation, 2) processes of concentration, 3) debt adjustment, 4) new forms of borrowing. Indeed such new forms of borrowing need to be tested to overcome or at least mitigate the current bank-centric system.
23 October 2013
Greater focus on competences and synergies rather than multiples needed in M&As involving companies in crisis
This article by Franco Carlo Papa (Chairman of PGS Consulenti) and Luca Sala (Partner of PGS Consulenti) examines the opportunities for development involved in M&A processes during crisis situations, seen as important for restoring competitiveness to the Italian system. Close attention is given to the possible roles of creditors (the main promoters of company recovery), of the professionals providing assistance to companies during these operations and of turnaround funds. In these situations it is therefore fundamental to concentrate on synergies and competences rather than simply on purchase prices, both in the acquisition phase and in the later corporate management phase.
20 August 2013
One of the effects of the crisis is a need to review the lending system
Article by Franco Carlo Papa (Chairman of PGS Consulenti) and Luca Sala (Partner of PGS Consulenti) on the issue of bank lending, which until the start of the crisis tended to focus on returns and which now, following the company reorganisations of the last five years, tends to prioritise protection of credit through support for business continuity. It is therefore expected that in the future the banks will adopt a different view on lending, based more closely on actual company dynamics, also with a view to reducing the sort of asymmetries between the banks and companies that all too often feature in procedures for company crisis resolution.
8 August 2013
The “blank” arrangement is a good idea but some aspects need to be fine-tuned
Following the introduction of the “blank” (or “with reserve”) arrangement with creditors, Franco Carlo Papa (Chairman of PGS Consulenti) and Luca Sala (Partner of PGS Consulenti) examine the positive and negative aspects of its practical implementation. Several requests have already been received only a few months after the introduction of the new measure. However, in many cases it has simply been used as a means of delaying bankruptcy. This has led to legislative amendments such as the option of immediate appointment of a commissioner and periodical disclosure requirements. The authors examine the pros and cons of the recent measure, also suggesting a new way of reaching agreement between companies and creditors.
16 July 2013
To get help from the bank, a company must have a clear long-term strategy
Franco Carlo Papa (Chairman of PGS Consulenti) and Luca Sala (Partner of PGS Consulenti) see strategic and financial plans as essential common tools for exiting the crisis, ending the vicious circle that is hampering economic development. The plan is used as the central valuation tool for supporting business continuity in most of the crisis resolution procedures examined. It should therefore also become the tool generally used by companies to provide accurate strategic and financial information benefitting all stakeholders, including the banks, allowing better assessment of creditworthiness and company rating.
11 June 2013
There will be no end to the crisis so long as Italian companies focus exclusively on control in M&As
This article by Franco Carlo Papa (Chairman of PGS Consulenti) and Luca Sala (Partner of PGS Consulenti) argues that current actions taken by companies to focus on core business, eliminate inefficiencies and restructure debt might not be sufficient in the current competitive environment. M&A activity is instead required, in which entrepreneurs need to abandon their obsession with control, developing a new type of cooperation across a range of areas including obtaining new financial resources.
23 May 2013
The independent expert should help to find solutions instead of looking to replace the notary in company crises
Franco Carlo Papa (Chairman of PGS Consulenti) and Luca Sala (Partner of PGS Consulenti) explain the role independent experts play in relations between the banks and creditors, where they are used by entrepreneurs and creditors for fair conduct of the negotiation process, prior to issuing their reports. The authors believe that such experts, although appointed to act autonomously, must take part in this process aimed at the social good of saving the company. On the other hand, independent experts cannot limit their function to auditing present and future accounting data, but must also carry out company-level valuation. Finally the authors ask whether the role could be expanded to cover monitoring of the plan, leading to greater involvement of the expert in assessment of actual implementation.
3 December 2012
How to overcome a company crisis
In this article Franco Carlo Papa (Chairman of PGS Consulenti) examines the approaches and steps required for overcoming a company crisis, stressing in particular the need for a change of mindset on the part of all those involved: banks need to move away from the “simple lender” model while entrepreneurs need to abandon their exclusive focus on profits. This would benefit both companies and society, creating a virtuous circle contributing to economic development. Indeed, recovery processes are company selection processes. The case of Xilopan is then examined as a positive example of the arguments put forward.
24 August 2012
Covenants should not be the last arbiters of company survival
This article by Franco Carlo Papa (Chairman of PGS Consulenti) and Luca Sala (Partner of PGS Consulenti) deals with timing and other practical details of recovery agreements. The authors show that in practice a great deal of time is spent on defining components of the plans or agreements, such as covenants, on which no prior decision has been taken. Considering the requirements of company rescues and the time needed for drawing up agreements, this article argues that it is more important to focus on the process of achieving and maintaining continuity than on initial valuations. This would require introducing suitable mechanisms for defining and monitoring the plan, identifying remedies and solutions in the event of positive or negative deviations.
14 August 2012
Less opportunistic approach to company crises needed from entrepreneurs and bankers
Franco Carlo Papa (Chairman of PGS Consulenti) and Luca Sala (Partner of PGS Consulenti) examine the evident opportunism hampering the company reorganisation market, both on the part of the banks (given their role in decision-making and supporting business continuity) and entrepreneurs (especially in the approach to credit management and subsequent disclosures of difficulty). Given the need on the part of companies to adopt a clear and shared approach with all institutions, the banks are exerting asymmetric and unregulated bargaining powers, causing uncertainty as well as other issues at managerial level. A possible solution might be regulatory action aimed at fostering a fairer approach to the process of negotiation and drafting of agreements.
3 August 2012
Banks should think beyond interest and fees in company reorganisations
This article by Franco Carlo Papa (Chairman of PGS Consulenti) and Luca Sala (Partner of PGS Consulenti) examines the often conflicting approach taken by banks and entrepreneurs to crisis. Banks aim to protect credit rather than fostering company meritocracy. Since they are on the frontline in company rescues, banks should go beyond providing financial support and also offer business input (a little like shareholders). Entrepreneurs, on the other hand, should focus on social responsibility, finding ways to work alongside these new partners and enhancing executive thinking to overcome the crisis affecting their company.
+ 2019
+ 2018
13 December 2018
Innovations in the bankruptcy codeIn recent times many people often talk about the reform of Italian bankruptcy code and, in particular, the lack of a sufficient number of professionals in comparison with the needs. However, rather than the number of professionals, we need to look at their skills and acquired experiences. In fact, over the last ten years, specific professional skills in the various roles and stages of the crisis of companies have been developed. The expertise acquired in bankruptcy proceedings is different from that one relating to “going concern” activities (restructuring agreements and plans). It’s useful to develop a system for identifying, within professional categories, who is the most suitable to support companies, in accordance with their role and stage. Therefore, since the professional profiles already exist, broadening the knowledge to other professionals, in particular younger colleagues, should not be a problem if addressed through the “learning by doing” approach. The same consideration holds true as regards the increase in the number of statutory auditors. Since in smaller companies the auditors have a different and more extensive approach, it’s necessary to create a transition mechanism, based on the “learning by doing” among different levels of experience.
18 October 2018
Integra World Wide Conference 2018: more than 300 professional advisors, from all over the world, will participate at Integra World Wide Conference in Florence, 18th-20th October.It is The main topics of discussion will be: IT security, cyber currency, blockchain and banks’ financial situation. Among others, speakers will be Mr Scibetta- President of Integra International, Mr. Moulin – President of ABL and Mr Kirby who represent CII (Counsil of International Investigation). All Italian members of Integra will partecipate in the event, including PGS Consulenti/Studio Papa. Mr Papa will expose in particular the Italian market opportunity in Cross Border M&A and UTP / “Single Name” Acquisition.
21 March 2018
It is more effective for banks to sell Utp credits to specialized operators than continuously write-down them 
Recently the banking system has been involved in the significant disposal of Npl. Today the focus is on Utp (Unlikely to pay) loans, namely credits deemed difficult to recover. The Utp loans market is worth about 100 billion euro. In order to avoid the transition of Upt to Npl, it is necessary to act. In this context it is worth to evaluate the trade off between managing and selling Utp. It is believed that the disposal processes will be preferred in the future also considering that the management of Utp has not yet led to the expected results. In fact, about 40% of the restructuring agreements have ended after four years with companies in wound up or bankruptcy proceedings. An efficient and timely sale of the Utp allows to achieve a better profitability. The tendency of the banks is to reduce the incidence of Npl on the total through an increase in coverage. However, the increase in coverage does not solve the problem, rather it makes it heavier.The value of Utp, given the underlying distressed companies, highlights the need of managing the company in a specialized and timely manner. It will therefore be difficult to sell Utp loans as a whole, while the disposals of a single debtor company (single name) or limited aggregations (for the same sector or production chain) will be the best way to deal with Utp loans, also in terms of greater valorization for banks. The process of Utp disposals, presumes an effective relaunch / restructuring of the companies involved. Therefore, specialist skills are required both in terms of corporate restructuring and credit management. Recently, investors interested in this activity range from entrepreneurs who want to invest in complementary distressed companies, to national or international funds and investment banks, that are raising funds in order to run these activities, up to Spac aimed at managing Utp. This is an opportunity that banks can not lose in order to monetize substandard loans and get back, after years of managing corporate reorganization processes, to play their role as credit managers.
20 March 2018
Risanamento, Intesa and Unicredit Board of Directors lists
The following lists of candidates have been received by Risanamento on March 19, 2018 for the appointment of the Board of Directors to be submitted to the next Risanamento Shareholders’ Meeting called for April 13, 2018 (with a second call convened for April 16, 2018). LIST 1 – Intesa Sanpaolo, owner of 48.9% of the ordinary shares, presented the following list: 1. Claudio Calabi, 2. Giulia Pusterla, 3. Giancarlo Scotti,  4. Antonia Maria Negri Clementi, 5. Guido Croci. LIST 2 – Unicredit, owner of 22.231% of the ordinary shares, presented the following list: 1. Franco Carlo Papa
27 January 2018
Milan: important dinner to discuss the debt refinancing
In a renowned Japanese restaurant in the center of Milan was held the operative/executive meeting between Han Li, Marco Fassone and two other members of Milan’s Board of Director: the Lawyer Roberto Cappelli and the Manager Marco Capuano.The new element is represented by the attendance of Franco Carlo Papa, President of the Audit Board and President of the consulting firm PGSConsulenti, specialized in corporate debt restructuring. The presence of Mr.Papa is connected to the financial side of the club and to the refinancing of the Elliott debt (303 mln), that will have to be paid backwithin October2018; specifically, the possibility to work with the Investment Bank BofA Merrill Lynch was discussed in order to find the right investor, in lightof the withdrawal of the fund Highbridge’s proposal.
26 January 2018
Milan: important dinner to discuss the debt refinancing
In a renowned Japanese restaurant in the center of Milan was held the operative/executive meeting between Han Li, Marco Fassone and two other members of Milan’s Board of Director: the Lawyer Roberto Cappelli and the Manager Marco Capuano.The new element is represented by the attendance of Franco Carlo Papa, President of the Audit Board and President of the consulting firm PGSConsulenti, specialized in corporate debt restructuring. The presence of Mr.Papa is connected to the financial side of the club and to the refinancing of the Elliott debt (303 mln), that will have to be paid backwithin October2018; specifically, the possibility to work with the Investment Bank BofA Merrill Lynch was discussed in order to find the right investor, in lightof the withdrawal of the fund Highbridge’s proposal.
+ 2017
22 December 2017
Stefanel SpA has appointed the new board of auditors
Stefanel SpA  has appointed the new board of directors and board of auditors. Franco Carlo Papa has been nominated as a member of the board of auditors
25 October 2017
Well done the new bankruptcy law, but why excluding large companies from crisis alerting system?
In order to improve the protection of creditors, the approved law envisages the obligation to report when certain parameters are exceeded. Mechanisms such as monitoring and planning will allow the company not to crash in crisis and should avoid an external subject to enter in the solving problem business process.In addition, the new bankruptcy law excludes large companies from activating alert procedures and reporting obligations. Nowadays, it has been developed a consolidated system consisting of subjects now able to managing business crises professionally. However, this choice does not impose reporting obligations on qualified public creditors and their control bodies.
24 August 2017
Big old guys look. Who will be the heir of Guido Rossi
The article (Il Fatto Quotidiano newspaper) reports Franco Carlo Papa in the list of profiles of leading Italian experts.
8 July 2017
Ratings to the bailout
The article (Milano Finanza newspaper) deals with a poll result about the main banking restructuring operations in the last 2 years, in which Franco Carlo Papa, among others, is part of the panel.
9 May 2017
The fund Idea Ccr takes Sinterama control
The article (Milano Finanza – sezione Mercati newspaper) deals with Sinterama S.p.A. debt restructuring plan certificated by Franco Carlo Papa as independent expert. Sinterama is European leader in the production of coloured polyester threads and yarns, with total revenue of 135 million Euros.
29 April 2017
Parmalat, closed investigations into the Lag case
The article (Gazzetta di Parma newspaper) deals with the shareholders’ meeting of Parmalat in which Franco Carlo Papa was appointed member of the new Board of Statutory Auditors.
28 April 2017
CPL restructures debt
The article (Milano Finanza newspaper) deals with the CPL Concordia debt restructuring through an agreement signed in compliance with ex art.67 L.F., based on a financial and industrial plan certificated by Franco Carlo Papa as independent expert. CPL is one of the major players in national energy services (energy management, photovoltaic system, natural gas-fuelled cogeneration etc..) with a consolidated value of production of 371.1 million Euros.
+ 2016
24 December 2016
Champions of 2016
The article (Milano Finanza newspaper) resumes the results of a survey on the best Italian managers and entrepreneurs in 2016. Franco Carlo Papa is part of the panel.
19 December 2016
FS Sistemi Urbani Chairman Franco Carlo Papa speaks at a workshop on the future of brownfield sites
Series of articles on the workshop “Railyards and the new city” organised by FS Sistemi Urbani — the property management arm of the national railway group  — with the Municipality of Milan. The event aimed to imagine the city of tomorrow, taking as its starting point railway brownfield sites. Participants included the Chairman of FS Sistemi Urbani Franco C. Papa. One of the most interesting projects, “Circle line” by Trenord, connected the most used public transport systems with seven disused railyards forming the heart of an urban transformation project in Milan to reconnect the city centre with the outskirts.
27 October 2016
Papa: Increasing interest in companies that have rediscovered their DNA
Interview with Franco Carlo Papa in which he reflects, as a professional expert in the field of company restructuring, on a recent and successful trend that has seen renewed focus on core business and a move away from merely financially-based attempts at expansion. Market analysis provides an ever greater number of instances of medium-to-large companies that have come back from the brink of disaster to concentrate on doing what they know best, in the process restoring their appeal to Italian and foreign funds.
8 October 2016
Chiarini at the helm of Manutencoop
The article (Milano Finanza newspaper) reports the appointment of Franco Carlo Papa in Manutencoop board of directors. Manutencoop is the leading Italian Integrated Facility Management operator, serving public and private customers for properties, the environment and in support of health care services, with a Consolidated turnover of 955.7million Euros and a Consolidated EBITDA of 93.1 million Euros.
27 July 2016
DLA Piper, KPMG, Pedersoli and Studio Papa involved in Enerpoint reorganisation
This article deals with the reorganisation of Enerpoint, underlining the role of the Studio Papa, which drew up the report certifying the agreement.
21 June 2016
PGS Consulenti assists the Gruppo Giochi Preziosi in debt refinancing
The 2014-2015 financial statements of the Gruppo Giochi Preziosi ended a long series of negative results, stabilising the group’s economic and financial situation and restoring the trust of the banks. A key factor in this turnaround was refinancing of debt amounting to 140 million euro, assisted by PGS Consulenti.
3 March 2016
Gas market still trapped between new models and old problems
This article provides economic analysis of the outlook for a gas market currently overshadowed by several negative factors. In Europe the level of reserves is high with only moderate demand, while in Asia decisions regarding the type of technology to be used for electrical power generation are an important factor. The first signs of oversupply are also beginning to show in Asia, and unless oversupply issues can be resolved, there could be convergence between the three main global markets (Asia, Europe and American) with a consequent drop in gas prices.
+ 2015
3 December 2015
Lack of planning in corporate decision-making and improvement of rating
Luca Sala and Marco Grappa (Partners of PGS Consulenti) underline the need to implement an appropriate system of financial planning as part of ordinary company activity and not just in times of crisis. Furthermore, clear reporting procedures might improve the correspondence of balance sheets to budgets. This is also important for periodical rating reviews.
19 November 2015
When is company recovery over?
This article by Luca Sala and Marco Grappa (Partners of PGS Consulenti) highlights the fact that, in the case of plans under Article 67 of the Bankruptcy Act, recovery has been clearly achieved when all debtors have discharged their obligations or on expiry of the term of the business plan. Recovery may also be deemed to be complete even prior to expiry of the plan where it is judged that the financial situation has stabilised following positive events.
1 October 2015
The new Italian valuation principles should also be used for equity instruments
Franco Carlo Papa (Chairman of PGS Consulenti) underlines the need for valuation experts to consider all privileges, including capital or administrative rights, in order to provide a proper estimate of the value of equity instruments. The existence of privileged capital rights, as indicated by the new Italian valuation principles (PIV), leads to a non-proportional distribution of the flows generated by the company between the different categories of instrument and of asset value following a liquidity event.
15 September 2015
How the new Italian valuation principles will improve transparency and uniformity
Carlo Papa (Chairman of PGS Consulenti) highlights how valuation, as provided for under the new Italian valuation principles (PIV) that will come into force on 1.1.2016, must be founded on the following requirements:
– Rationality – the estimate must follow a rigorous and convincing logical model;
– Verifiability – the valuation process must be reconstructable and be based on reasonable premises and reliable and authoritative sources;
– Coherence – correspondence between information, aims of valuation and results achieved;
– Reliability – objectivity of data, discretion on the part of the expert performing valuation being limited as much as possible.
10 July 2015
New Article 182 of the Bankruptcy Act speeds things up but reduces confidentiality
This article by Marco Grappa and Luca Sala (Partners di PGS Consulenti) underlines how Article 182-septies aims to encourage achievement of the majorities provided for under Article 182-bis, allowing possible disagreement between credit institutions. The new majorities might in future replace current procedures in accordance with Article 67, which however, being private in nature, do not require court intervention and ensure a greater degree of confidentiality in relation to customers and suppliers.
26 June 2015
The delicate task of the independent expert in company crises
Franco Carlo Papa (Chairman of PGS Consulenti) examines the ever larger burden of responsibility placed on the independent expert who is increasingly seen as the guarantor of bankruptcy procedures. The independent expert must strive for a balanced mix of accounting and corporate concerns, focussing on the task of providing an opinion on a plan following professional and independent certification process.
18 June 2015
Article 182-bis and the excessive misalignment parties and non-parties to agreements
This article by Franco Carlo Papa (Chairman of PGS Consulenti) highlights how the debt restructuring agreement alters the par conditio creditorum: creditors who are not parties to the agreement gain privileges over signatories. Those not signing the agreement must be paid in full within 120 days, an attractive option given the current payments situation in Italy.
6 June 2015
Reorganisations: how to exit the tunnel
An interview with Franco Carlo Papa (Chairman of PGS Consulenti) in which he underlines that the arrangement with creditors is still the most used tool, even if larger companies tend to prefer recovery plans under Article 67 of the Bankruptcy Act, given the absence of public disclosure requirements. The greater need for debt reduction could see a rise in the number of debt restructuring agreements under Article 182-bis of the same act. To date the improved the economic environment has not been reflected in restructuring processes, although its effects might be felt in a few years’ time.
5 June 2015
New offence of fraudulent accounting in force from 14 June 2015
This article by Marco Grappa (Partner of PGS Consulenti) examines the new offence of fraudulent accounting (for listed and non-listed companies) involving wrongful inclusion or omission of material facts that would tend objectively to mislead others. These offences are classified as “crimes of danger” rather than “crimes of damage” since it is no longer necessary to demonstrate that loss or damage has actually been caused by such unlawful accounting methods.
+ 2014
22 February 2014
Distressed M&A
Hosted by Unicredit, Franco Carlo Papa (Chairman of PGS Consulenti) and Luca Sala (Partner of PGS Consulenti), together with the DLA Piperteam made up of Partners Antonio Lombardo and Alberto Angeloni, tackled the broad question of Distressed M&A. After a detailed analysis of the specifics of crisis resolution procedures, the role and duties of the independent expert were examined in an attempt to set the process in its context. The distinctive features of Distressed M&A were then analysed in relation to company valuation in crisis situations, the approach of the financial institutes, critical issues, essential factors for success, as well as to timing and the preparation of contracts.
3 January 2014
Companies need to adopt a new mindset to change Italian finance
Franco Carlo Papa (Chairman of PGS Consulenti) and Luca Sala (Partner of PGS Consulenti) note how Italian entrepreneurial culture, which has always valued reserve, is hard to reconcile with the ever-increasing demand for communication, information and transparency by the banks. This is all the more important in the bank-centric Italian system. In order to overcome crisis successfully, the new challenge is to adopt an innovative model in terms of culture, governance and transparency, creating a managerial structure, in part through merger processes, that is increasingly less tied to the charismatic figure of the founder, thus contributing to the growth of the company and more in general of the Italian competitive environment.
+ 2013
16 November 2013
The role and responsibilities of the independent expert
At the second master’s course for specialisation in the new bankruptcy procedures for corporate crisis management, the presentation by Franco Carlo Papa (Chairman of PGS Consulenti) looked at the role and responsibility of the independent expert. Following a brief introduction on the origins and aims of this role, general and individual professional requirements were examined, together with a detailed analysis of relevant civil and criminal liability. Using summary charts and a description of the principles and guidelines to be followed, the activities required of the independent expert were described, with the help of some practical examples, in relation to truthfulness of data, feasibility of the plan and other specific assessments (such as the viability of the agreement and best deal for creditors).
14 November 2013
New investors and M&A: the future for companies that have survived the crisis
This article by Franco Carlo Papa (Chairman of PGS Consulenti) and Luca Sala (Partner of PGS Consulenti) analyses the conditions necessary for restoring company competiveness through consolidation processes in the current crisis environment. Detailed attention is given to the conditions for developing: 1) business valuation, 2) processes of concentration, 3) debt adjustment, 4) new forms of borrowing. Indeed such new forms of borrowing need to be tested to overcome or at least mitigate the current bank-centric system.
23 October 2013
Greater focus on competences and synergies rather than multiples needed in M&As involving companies in crisis
This article by Franco Carlo Papa (Chairman of PGS Consulenti) and Luca Sala (Partner of PGS Consulenti) examines the opportunities for development involved in M&A processes during crisis situations, seen as important for restoring competitiveness to the Italian system. Close attention is given to the possible roles of creditors (the main promoters of company recovery), of the professionals providing assistance to companies during these operations and of turnaround funds. In these situations it is therefore fundamental to concentrate on synergies and competences rather than simply on purchase prices, both in the acquisition phase and in the later corporate management phase.
20 August 2013
One of the effects of the crisis is a need to review the lending system
Article by Franco Carlo Papa (Chairman of PGS Consulenti) and Luca Sala (Partner of PGS Consulenti) on the issue of bank lending, which until the start of the crisis tended to focus on returns and which now, following the company reorganisations of the last five years, tends to prioritise protection of credit through support for business continuity. It is therefore expected that in the future the banks will adopt a different view on lending, based more closely on actual company dynamics, also with a view to reducing the sort of asymmetries between the banks and companies that all too often feature in procedures for company crisis resolution.
8 August 2013
The “blank” arrangement is a good idea but some aspects need to be fine-tuned
Following the introduction of the “blank” (or “with reserve”) arrangement with creditors, Franco Carlo Papa (Chairman of PGS Consulenti) and Luca Sala (Partner of PGS Consulenti) examine the positive and negative aspects of its practical implementation. Several requests have already been received only a few months after the introduction of the new measure. However, in many cases it has simply been used as a means of delaying bankruptcy. This has led to legislative amendments such as the option of immediate appointment of a commissioner and periodical disclosure requirements. The authors examine the pros and cons of the recent measure, also suggesting a new way of reaching agreement between companies and creditors.
16 July 2013
To get help from the bank, a company must have a clear long-term strategy
Franco Carlo Papa (Chairman of PGS Consulenti) and Luca Sala (Partner of PGS Consulenti) see strategic and financial plans as essential common tools for exiting the crisis, ending the vicious circle that is hampering economic development. The plan is used as the central valuation tool for supporting business continuity in most of the crisis resolution procedures examined. It should therefore also become the tool generally used by companies to provide accurate strategic and financial information benefitting all stakeholders, including the banks, allowing better assessment of creditworthiness and company rating.
11 June 2013
There will be no end to the crisis so long as Italian companies focus exclusively on control in M&As
This article by Franco Carlo Papa (Chairman of PGS Consulenti) and Luca Sala (Partner of PGS Consulenti) argues that current actions taken by companies to focus on core business, eliminate inefficiencies and restructure debt might not be sufficient in the current competitive environment. M&A activity is instead required, in which entrepreneurs need to abandon their obsession with control, developing a new type of cooperation across a range of areas including obtaining new financial resources.
23 May 2013
The independent expert should help to find solutions instead of looking to replace the notary in company crises
Franco Carlo Papa (Chairman of PGS Consulenti) and Luca Sala (Partner of PGS Consulenti) explain the role independent experts play in relations between the banks and creditors, where they are used by entrepreneurs and creditors for fair conduct of the negotiation process, prior to issuing their reports. The authors believe that such experts, although appointed to act autonomously, must take part in this process aimed at the social good of saving the company. On the other hand, independent experts cannot limit their function to auditing present and future accounting data, but must also carry out company-level valuation. Finally the authors ask whether the role could be expanded to cover monitoring of the plan, leading to greater involvement of the expert in assessment of actual implementation.
+ 2012
3 December 2012
How to overcome a company crisis
In this article Franco Carlo Papa (Chairman of PGS Consulenti) examines the approaches and steps required for overcoming a company crisis, stressing in particular the need for a change of mindset on the part of all those involved: banks need to move away from the “simple lender” model while entrepreneurs need to abandon their exclusive focus on profits. This would benefit both companies and society, creating a virtuous circle contributing to economic development. Indeed, recovery processes are company selection processes. The case of Xilopan is then examined as a positive example of the arguments put forward.
24 August 2012
Covenants should not be the last arbiters of company survival
This article by Franco Carlo Papa (Chairman of PGS Consulenti) and Luca Sala (Partner of PGS Consulenti) deals with timing and other practical details of recovery agreements. The authors show that in practice a great deal of time is spent on defining components of the plans or agreements, such as covenants, on which no prior decision has been taken. Considering the requirements of company rescues and the time needed for drawing up agreements, this article argues that it is more important to focus on the process of achieving and maintaining continuity than on initial valuations. This would require introducing suitable mechanisms for defining and monitoring the plan, identifying remedies and solutions in the event of positive or negative deviations.
14 August 2012
Less opportunistic approach to company crises needed from entrepreneurs and bankers
Franco Carlo Papa (Chairman of PGS Consulenti) and Luca Sala (Partner of PGS Consulenti) examine the evident opportunism hampering the company reorganisation market, both on the part of the banks (given their role in decision-making and supporting business continuity) and entrepreneurs (especially in the approach to credit management and subsequent disclosures of difficulty). Given the need on the part of companies to adopt a clear and shared approach with all institutions, the banks are exerting asymmetric and unregulated bargaining powers, causing uncertainty as well as other issues at managerial level. A possible solution might be regulatory action aimed at fostering a fairer approach to the process of negotiation and drafting of agreements.
3 August 2012
Banks should think beyond interest and fees in company reorganisations
This article by Franco Carlo Papa (Chairman of PGS Consulenti) and Luca Sala (Partner of PGS Consulenti) examines the often conflicting approach taken by banks and entrepreneurs to crisis. Banks aim to protect credit rather than fostering company meritocracy. Since they are on the frontline in company rescues, banks should go beyond providing financial support and also offer business input (a little like shareholders). Entrepreneurs, on the other hand, should focus on social responsibility, finding ways to work alongside these new partners and enhancing executive thinking to overcome the crisis affecting their company.