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Of Counsel Dario Latella Contact

Practice Areas & Industries:

Corporate

M&A

Restructuring

Dario Latella is of counsel to CARNELUTTI Law Firm. He is member of the corporate and M&A department, where his practice focuses on Corporate Law, Regulatory and Internal Controls in listed Companies, Restructuring and Bankruptcy Law.
Since 2007, he has been Professor of Business Law at the University of Naples and, currently also, of Messina, where he teaches European and Italian Company Law. He is Visiting Professor in many high ranked Universities all over the world, such as Oxford, Cambridge, Durham, East Washington, Madrid, Cadiz, Warsaw, “Luigi Bocconi”, and is a member of the editorial board of several referred national and international law journals.
He advises national and international corporations on corporate and restructuring matters, restructuring and winding-up procedures, IPOs, shareholders' agreements, corporate governance and corporate litigation. He is experienced in advising state-owned corporations on issues triggered by the sc “Madìa Law n. 175/2016.” He assists corporations before the Italian Judicial lower (since 1997) and higher Courts (since 2010), as he is a member of the Italian Bar.
Dario has a long track record in contractual claims, corporate litigation, managers’ liability, shareholders’ decisions, minority shareholders’ protection, professional liability and tort, financial statements and balance sheet policies.
Moreover, he assists corporations in improving “231 Models”, internal procedures of governance, internal audit, related parties transactions, remuneration policies and IAS-IFRS rules, and he is part of several boards as president of internal committees and/or independent director.
Dario is a frequent speaker at national and international conferences and has written extensively on topics within his areas of practice: his books on Shareholders’ Derivative Litigation (Giappichelli, 2007) and The Internal Control System in Company Law (Giappichelli, 2018) are the sole legal monographs on these topics.
Dario is a member of the European Corporate Governance Institute and is currently visiting Durham Law School as Professor of European Company Law (2019).
He speaks English, Spanish and German, in addition to his native Italian.

  • Advising on the IAS policy of one of the global leaders in the production of motorcycles.
  • Assisting on the “231 Models” policy of one of the most important European leaders in the steel sector.
  • Assisting one of the most important and innovative world groups in the industrial boilers and radiators sector.
  • Assisting the Economy Secretary of the Vatican Holy Seat in improving internal purchase procedures.
  • Advising an important UK fund on its compliance with the Financial Conduct Authority - London.
  • Assisting the most important publishing group in southern Italy in the acquisition of several Italian companies in the publishing industry.
  • Leading the remuneration committee, the internal control committee and the related parties transaction committee of one of the oldest Italian listed companies.

 

October 2021 by Dario Latella, Of Counsel to Carnelutti Law Firm

October 13, 2021
  • October 7, 2021 - Dario Latella speaks on "Legal theories and Neutralism principle inside Companies”, international webinar with Matthew Kramer, chair of Legal Philosophy at University of Cambridge (UK), Law Faculty.
  • October 20, 2021 - Dario Latella speaks on  “Merger, acquisitions, division of companies and invalidity”, national conference of Fondazione Italiana del Notariato, Rome (Italy).
  • October 29, 2021 - Dario Latella speaks on “The Italian rules on Mafia and the case of judicial administration”, international conference at University Tecnològico of Monterrey (Mexico).

"L’IMPRESA, IL CREDITO E LA CONCORRENZA DOPO LA PANDEMIA" - Dario Latella, Università degli Studi del Molise

March 12, 2021
On March 12, Dario Latella will be a keynote speaker in the webinar "L’IMPRESA, IL CREDITO E LA CONCORRENZA DOPO LA PANDEMIA"(Business, credit and competitors after the pandemic), organized by the Molise University.

The Italian Law on PMIs' and Start-up Companies

May 24, 2019
Dario Latella was the opening speaker at the seminar "The Italian Law on PMIs' and Start-up Companies: a model for business and governance", at the Italian Bar Association, in Messina.

The eclipse of legal capital and the “Covid” legislation in Italy

September 8, 2020
What about the legal capital? Our Dario Latella wrote an article to demonstrate that such question is faced by the lawyers in order to support the function of rules that seem to be anachronistic, inefficient or, in any case, not suitable for carrying out the goals of EU laws on company’s capital. Moreover, the financial crisis (pandemic or structural) has made the legal capital an empty concept. The topic is discussed both from a legal and economic perspective, due to the differences between the main legal systems (essentially, US and Europe) and the evidence given by the Law and Economics Analysis of the efficiency of the s.c. "solvency" test. This article argues with the possibility of imagining a sort of conversion of the legal capital into the risk of the loss of net assets and of transferring the matter of poor capitalization of companies on the insurance market. 

Crises in Corporate Groups in the New Italian Insolvency Code

March 6, 2019
Dario Latella wrote an article entitled: "Crises in Corporate Groups in the New Italian Insolvency Code", in Commentario al nuovo Codice della Crisi e dell’Insolvenza, Zanichelli, Bologna (forthcoming).

The Legal System of Internal Controls in European Company Law

March 6, 2018
Dario Latella wrote a book entitled: "The Legal System of Internal Controls in European Company Law", Giappichelli, Torino (forthcoming).

Information Rights in Listed Companies

March 6, 2016
Dario Latella wrote a paper entitled: "Information Rights in Listed Companies", in Treatise of Company Law, directed by Prof. Pietro Abbadessa and Prof. Giuseppe B. Portale (forthcoming)

The "COMI" Concept

May 25, 2015
Dario Latella wrote a paper entitled: The "COMI" Concept in the Revision of the European Insolvency Regulation, in European Company and Financial Law Review (ISSN: 1613-2548), p. 479- 495. Vol. 11

The Reform of European Insolvency Regulation

March 6, 2015
Dario Latella wrote a paper entitled: The Reform of European Insolvency Regulation (EIR-R), in Giurisprudenza commerciale, Giuffrè, Milano, vol. IV.

Assignments

March 22, 2014
Dario Latella wrote a paper entitled: "Assignments" in Il Diritto fallimentare e delle società commerciali, Padova, Cedam, n. 1, 2014, pp. 24-62.

Corporate Disclosures and Protection of Minority Shareholders in Public Companies

March 6, 2014
Dario Latella wrote a paper entitled: "Corporate Disclosures and Protection of Minority Shareholders in Public Companies", in Società, banche e crisi d’impresa. Liber Amicorum Pietro Abbadessa, Torino, UTET, 2014, pp. 775-818.

The Shareholder Derivative Suits

March 6, 2010
Dario Latella wrote a paper entitled: "The Shareholder Derivative Suits: Disfunction and Remedies against a "Paradoxical" Inactivity", in Corporate Ownership & Control, “Virtus Interpress”, Sumy - Ukraine; - available Social Science Research Network: http://ssrn.com/abstract=1634961.

Shareholder Derivative Suits: Comparative Analysis

March 6, 2009
Dario Latella wrote an article entitled: "Shareholder Derivative Suits: a Comparative Analysis and the Implications of the European Shareholders’ Rights Directive", in EUROPEAN COMPANY AND FINANCIAL LAW REVIEW, N. 2-3 (VI), 2009, PP. 307-323; - available Social Science Research Network: http://ssrn.com/abstract=1614931.

Company Bankruptcy in the Reform of Insolvency Law

February 16, 2008
Dario Latella wrote a paper entitled: "Company Bankruptcy in the Reform of Insolvency Law". The New, Reformed Insolvency Law. (waiting for publishing due to legislative reform).

Action for Company Liability by Minority Shareholders

November 6, 2007
Dario Latella wrote a book entitled: "Action for Company Liability by Minority Shareholders". (pp. XVII-424). ISBN: 9-788834-877517. TORINO: GIAPPICHELLI (ITALY).

Comment on Articles 194, 195, 196, 197, 198 and 199 of the Bankruptcy Act

October 10, 2007
Dario Latella wrote a comment on articles 194, 195, 196, 197, 198 and 199 of the Bankruptcy Act. In: JORIO ALBERTO E FABIANI MASSIMO. IL NUOVO DIRITTO FALLIMENTARE. (vol. II, pp. 2616-2643). ISBN: 978-88- 08-20120-1. Bologna: Zanichelli (Italy).

Comment on Articles 204, 205 and 206 of the Bankruptcy Act

September 9, 2007
Dario Latella wrote a comment on articles 204, 205 and 206 of the Bankruptcy Act. In: Jorio Alberto e Fabiani Massimo. Il Nuovo Diritto Fallimentare. (vol. II, pp. 2669-2673). ISBN: 978-88-08-20120- 1. Bologna: Zanichelli (Italy).

Equity Warrant and General Rules on Contracts

August 6, 2007
Dario Latella wrote a paper entitled: "Equity Warrant and General Rules on Contracts: Issues on Termination for Non-Performance", note to Court of Ivrea, 1 September 2005. BANCA BORSA E TITOLI DI CREDITO. vol. II, pp. 365-394 ISSN: 0390-9522.

Limitations on Objective Liability of Financial Intermediaries

May 11, 2007
Dario Latella wrote a paper entitled: Limitations on Objective Liability of Financial Intermediaries. Liability in Placing and Managing Financial Products and Instruments and the MIFID European Directive. Messina, 11 May 2007. (pp. 1-10, waiting for publishing).

Shareholder Derivative Action in Europe

March 25, 2007
Dario Latella wrote a paper entitled: "Shareholder Derivative Action in Europe: Monitoring the Management for Breach of Fiduciary Duty. Searching for New Models in the Economic Analysis of Law". TAORMINA (ITALY). March 25-27, 2007. (pp. 1-10, waiting for publishing); - available Social Science Research Network: http://ssrn.com/abstract=1615342.

Investment Securities - Uniform Commercial Code

March 6, 2004
Dario Latella wrote a paper entitled: "El sistema estatounidense de circulaciòn de las investment securities en la disciplina del artìculo 8 del uniform commercial code", in Revista de derecho bancario y bursátil, ISSN 0211-6138, Año nº 23, Nº 94, 2004, 43-86.

General Powers of Attorney

March 6, 2000
Dario Latella wrote a paper entitled: "General powers of attorney granted to third parties by members of the board of directors of corporations: conditions and admissibility restrictions", in Giurisprudenza commerciale, Giuffrè-Milano, 2000, 124 ff.

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