Il Ministero delle infrastrutture e dei trasporti conferma l’interpretazione dello jus variandi entro il c.d. quinto d’obbligo quale fattispecie autonoma di modifica contrattuale

Vincenzo Nico D'Ascola è titolare dello Studio Legale D'Ascola e Senior of Counsel di Angelini e Associati.

Avvocato penalista, è stato membro delle commissioni ministeriali Nordio e Pisapia per la riforma del Codice penale nonché, Presidente della Commissione Giustizia del Senato della Repubblica. È a capo della practice fraud & white collar crime di Angelini e Associati with D'Ascola. 

Nell’anno 1983 è risultato vincitore del concorso libero a n. 1 posti di ricercatore universitario presso l’Istituto di diritto penale e di diritto processuale penale della Facoltà di Giurisprudenza dell’Università degli Studi “La Sapienza” di Roma, dove è stato relatore di oltre 200 tesi di laurea in diritto penale. Nel triennio successivo è stato confermato nel ruolo.

Trasferitosi a Reggio Calabria ha partecipato alla fondazione della Facoltà di Giurisprudenza dell’Università “Mediterranea” di Reggio Calabria, 2 dichiarato Dipartimento di eccellenza con delibera ANVUR del 9 gennaio 2018.

Ha vinto il concorso di professore associato di diritto penale, ruolo nel quale è stato poi confermato. Successivamente quello di professore straordinario. È poi divenuto professore ordinario di diritto penale. È stato relatore di oltre 600 tesi di laurea in Diritto Penale. Dal 2007 è stato affidatario anche dell’insegnamento di Diritto Penale dell’Economia. È titolare altresì dell’insegnamento di Diritto Penale presso la Scuola di Specializzazione per le Professioni legali.

Dal 2014 è presidente e coordinatore scientifico del laboratorio “Centro di ricerca sulle misure di prevenzione e sull’economia della criminalità”, istituto presso il Dipartimento di Economia e Giurisprudenza dell’Università Mediterranea di Reggio Calabria. Da settembre 2015 è direttore della Scuola di cultura politica istituita presso il Dipartimento di Economia e Giurisprudenza dell’Università Mediterranea di Reggio Calabria in collaborazione con I.S.E.S.P. (Istituto Superiore Europeo di Studi Politici), divenuta master di II livello con il titolo “MANAGEMENT POLITICO. Esperti in cultura politica e studi europei e del Mediterraneo”. È membro del Comitato scientifico del Master in “CRIMINOLOGIA E SISTEMA PENITENZIARIO”, istituto il 22 settembre 2017 presso l’Università degli Studi Mediterranea di Reggio Calabria.

È autore di numerose pubblicazioni.

• Svolge la professione di avvocato penalista (patrocinante in Cassazione)
• Titolare di studio legale a Reggio Calabria, Roma e Milano.

• Trasferitosi a Reggio Calabria ha partecipato alla fondazione della Facoltà di Giurisprudenza dell’Università “Mediterranea” di Reggio Calabria, dichiarato Dipartimento di eccellenza con delibera ANVUR del 9 gennaio 2018.
• Ha vinto il concorso di professore associato di diritto penale, ruolo nel quale è stato poi confermato. Successivamente quello di professore straordinario. È poi divenuto professore ordinario di diritto penale. È stato relatore di oltre 600 tesi di laurea in Diritto Penale.
• Dal 2007 è stato affidatario anche dell’insegnamento di Diritto Penale dell’Economia.

Adriana Neri is the Name Partner of D'Ascola Neri and a Senior Consultant at Angelini e Associati. 

She is a civil lawyer, admitted to practice before the High Courts and Tribunals of the SCV and the Roman Rota, and she works as a defender of the matrimonial bond for “Super Rato” proceedings. 

Adriana has extensive experience in civil litigation, providing legal advice and assistance in contract, property, inheritance, contractual and non-contractual liability and family matters. In the area of canon law, she has represented clients in annulment cases before the Roman Rota and the various regional ecclesiastical tribunals in Italy. She also advises religious institutes, canonical associations, and ecclesiastical foundations.

Her main area of academic interest is civil and canonical procedural law. She holds the Chair of "Alternative Methods of Dispute Resolution and Digital Technologies" at the Faculty of Law and Economics of UniNettuno University of Rome and teaches civil procedural law at the Scuola di Specializzazione per le Professioni Legali at LUMSA in Rome. She is also an adjunct professor at the Pontifical University of the Holy Cross, where she teaches the courses "The Crisis of the Family between Civil and Ecclesiastical Jurisdiction" at the Faculty of Canon Law, and "Introduction to Canon Law" at the Higher Institute of Religious Sciences of the Apollinare” . 

She is the author of numerous articles, essays, notes on judgments, commentaries on norms and other writings published in periodicals, volumes, conference proceedings, commentaries, and collections, with primary editorial placement.

• Admitted to the Reggio Calabria Bar
• Admitted to practice before the High Courts
• Admitted to the Tribunal of the Roman Rota and the SCV Tribunals

• Lecturer in Civil Procedural Law, Faculty of Law and Economics, UniNettuno University of Rome
• Professor of Canon Law Procedure, Pontifical University of the Holy Cross
• Researcher in Canon Procedural Law, Pontifical University of the Holy Cross (2020-2023)
• Lecturer in Civil Procedural Law, Scuola di specializzazione per le professioni forensi, LUMSA University of Rome (since 2013)

We advise administrations and economic operators on public goods law, cultural property law, and historical-artistic constraints, private property that is of public interest, and developing and managing public real estate.

We advise economic operators in relation to disbursing public funds, structuring financial vehicles through the provision of public capital and operation of those financial vehicles, rescuing large companies in crisis, and direct or indirect investment operations by public entities in the capital of private companies.

We have particular expertise in the energy, telecommunications, transport, postal services, and local public utilities sectors, including their management and delegation to private, captive, and public companies, tariff regimes, and investment and management of public assets.

We assist directors and managers of public companies and public entities in liability proceedings before the Regional and Central Sections of the Court of Auditors.

We help clients select contractors, and in matters related to contract performance and concessions, administrative and civil litigation, and in designing, structuring, and presenting public-private partnership proposals.

We assist in merger, acquisition, integration, divestiture, and privatization transactions involving concession companies, project companies, and entities subject to special licensing regimes, in-house and publicly held companies, public entities, and third sector entities, with attention to the relevant profiles of European and domestic law, public company regulations, protection of competition and public finance constraints.

Nicola Borgonovo is a Senior Consultant at Angelini e Associati.

He has extensive experience in civil and commercial litigation and alternative dispute resolution.
A graduate with honors from the University of Milan, he has advised on both litigation and insolvency matters

Throughout his career, he has worked with leading civil law firms and is currently a partner at Borgonovo - Formenti & Associati, based in Meda (MB).
Nicola has provided civil legal assistance to numerous Italian and foreign clients operating in various sectors such as real estate, energy, logistics, and insurance, assisting them both in court and out of court. Nicola also has extensive experience in corporate governance, particularly in the area of minority protection, having served for several years as joint representative of the non-voting shareholders of a leading Italian bank. He is also a member of various supervisory bodies under Leg. 231/01.

• Admitted to the Bar of Monza
• Admitted to practice before the High Courts

• Tutor in Public Law, UniNettuno University of Rome (since 2023)

Turning around troubled companies is a complex process that exposes the company to financial, industrial, and operational risks. For these reasons, the contribution of turnaround operators in terms of fresh financial resources and specialized expertise is often crucial.

In the area of special situations and non-performing exposures, we work with domestic and international entities (investment funds, SGRs, asset managers, servicers) in structuring, negotiating, and executing various transactions related to the acquisition and subsequent valorization of underlying assets and non-performing exposures (NPEs). The transactions typically involve both equity and debt interventions (the use of equity or equity-like instruments, provision of bridge financing and/or restructuring financial debt, share deals and asset deals) to address stressed, distressed, and event-driven contingencies in which the underlying assets lose value due to illiquidity, market disruption, business cyclicality, or weakness in a company’s capital structure.

In these areas, we offer specialized expertise, particularly in interventions with a significant public and social impact (such as releasing construction sites to perform public interest works, or the urban redevelopment of degraded areas), and from time to time we outline creative solutions that enable our clients to successfully navigate the complexity of the most varied scenarios. Our professionals’ specific skills in infrastructure, real estate, energy, and the environment allow us to propose and evaluate intervention hypotheses for various types of assets (loans, real estate, litigation, subsidiaries, etc.) subject to public regulations in complex situations.

Public and private health actors must find the most appropriate organizational structures, management methods, and financing to ensure the maximum enjoyment of the right to health, by efficiently using available resources, maintaining essential service levels throughout the country, promoting technological innovation, pharmaceutical research, and modernizing health infrastructure. This is the only way to respond effectively to regional needs and adapt them to the safety and efficiency standards required in the current context.

By tapping into our professionals’ deep knowledge, the various stakeholders in the healthcare sector can create public and private value and increase the competitiveness and efficiency of each operator, receiving support in commercial transactions, approval and licensing procedures, risk management, and litigation before administrative tribunals and courts.

We provide healthcare and social service providers, pharmaceutical and biotech companies, and medical device manufacturers with the highest level of support in their dealings with public and regulatory authorities, as well as in strategic growth, financial, market, and performance optimization.

In addition to our specific expertise in the health and pharmaceutical sectors, we have in-depth knowledge of the dynamics of procuring works, services, and supplies, and of PPP transactions for financing, constructing, and managing hospital facilities and regional facilities. We also have solid expertise in the energy sector, implementing efficiency improvements in existing and newly built facilities; and consolidated experience in public procurement and competition law, as well as in healthcare advertising, telemedicine, and digital technologies.

Our professionals have been involved in numerous accreditation and licensing processes for public and private healthcare facilities, and in creating or transforming existing facilities; in the pharmaceutical sector, they have helped major players obtain licenses, contracts for the supply of drugs and biomedical devices, and in relations with the regulatory authorities, including drug-pricing issues.

We assist industrial companies operating in complex regulatory environments and in sectors affected by the environmental and digital transformation, which require sophisticated legal solutions and innovative approaches to address growing challenges and risks.

Risks related to climate change and implementation of ESG standards are among the most damaging in terms of reputational impact. Market participants need to assess how their activities affect climate change and social welfare, their businesses, markets, and supply chains, and develop appropriate mitigation and adaptation strategies to avoid regulatory sanctions, climate change litigation, and instrumental reputational attacks. With a deep understanding of industry regulations and available administrative and judicial remedies, our professionals help clients mitigate ESG risks and capitalize on opportunities in the low-carbon economy.

We provide environmental, energy, and economic regulatory advice in matters of ESG, with a particular focus on the chemical and pharmaceutical industries, steel mills, cement plants, refineries, and paper mills, as well as energy-intensive companies in both manufacturing and services.

Our experience stems from the numerous industrial projects in which we have been involved in all phases of implementation, permitting, and regulatory processes. We understand environmental law, energy law, and regulatory issues that are particularly relevant to industrial manufacturing. We have experience in managing relationships with public and regulatory authorities, including controversial projects and negotiation of public contracts.

One of the most important global trends is the energy transition from non-renewable fossil fuels to solutions with reduced environmental impact and increased sustainability. In all areas of energy and environmental law, we are recognized for our expertise and breadth of experience.

The European Emissions Trading Scheme, energy efficiency measures in buildings, production sites and cities, the natural gas supply chain (understood as the totality of supply, transport, storage and distribution activities), permitting procedures to build wind and photovoltaic plants and production of biogas and biomethane, network management, the regulation of transmission services, closed distribution systems and new collective self-consumption configurations, energy storage, hydrogen power plants, legislative interventions to transform the energy landscape, and the impact of climate targets on business and industry, are all areas where our multidisciplinary approach and specialization in administrative law make a difference.

We also have extensive experience in the field of public utilities. The expertise we have acquired enables us to provide quality legal support at every stage of the value chain to ensure the best possible outcome for our clients' operations and to help them meet the new challenges that arise in ever-changing environments.

Italy’s infrastructure needs a comprehensive overhaul, and new impetus to support the country's growth. In this strategic area, we act as an integrated platform to meet all legal needs and support all public and private entities involved in project development or infrastructure construction. We are experienced in representing sponsors, developers, contractors, lending institutions, awarding authorities, concession holders, and institutional investors at every stage of an infrastructure project: private initiative, public tendering, siting, environmental assessment and permitting, as well as design, construction, operation and maintenance, financing and refinancing, energy efficiency operations, and technological infrastructure upgrades.

Our clients benefit from our experience in highly complex projects in all types of infrastructure, including transportation, healthcare, schools, sports facilities, water supply, power generation and distribution, telecommunications, and historical and cultural heritage. In particular, the Italian Recovery and Resilience Plan has provided for major investments to develop modern and sustainable networks aimed at the gradual electrification of transport in order to increase the country's competitiveness from north to south. The concept of infrastructure now includes virtual infrastructures that have emerged as a result of digitizing public services. This is an extremely innovative and specialized field, rich in practical and theoretical implications. It requires a multidisciplinary approach, which we are able to provide thanks to our highly qualified team.

Project financing and, more generally, public-private partnership contracts have become a key tool for public administrations to build and manage infrastructure or services of interest. PPP contracts are crucial for the timely implementation of the objectives of the Italian Recovery and Resilience Plan, in a logic that matches funds between public and private capital. In the field of PPP, our professionals have been involved in transactions of special importance for developing the national infrastructure, and they have been pioneers in applying the legal regime for leasing fixed property in construction and availability agreements, developing special expertise in how such transactions should be handled off-balance sheet.

We also assist our clients in obtaining public financing, subsidized financing with SACE guarantees, and EIB-subsidized financing, state aid, and managing and reporting expenses.

Our proven experience and extensive professional and academic background in administrative law, together with our distinctive interdisciplinary and business-oriented approach, enables our professionals to understand client’s needs, whether they are private companies operating in regulated sectors, or permit or concession holders, i.e. public companies. We provide tailored, practical, and innovative advice to help clients achieve their goals.

We assist our clients with creating corporations, managing operations, and corporate compliance processes, raising capital, and all aspects of corporate governance and shareholder relations, particularly for public entities. We implement growth, restructuring, or exit strategies, and we define and execute complex investment, divestiture, or integration processes based on industrial, financial, or functional logic, depending on the case.

In line with our focus on Public Law and Economics, in the area of Corporate/M&A we have specific expertise in relation to public and private companies, concession holders of works or services, corporate and financial vehicles created as part of public-private partnership transactions, and "special purpose vehicles" regulated by the Public Procurement Code (Leg. decree No 36/2023).

Providing assistance to these types of entities requires a deep understanding of complex administrative law, and an interdisciplinary approach capable of integrating corporate law with a profound jurisprudential sensitivity. Moreover, the publicly held company and the in-house company are entities that are particularly close to the public sector, and which play an important role within the administrative and economic system of countries, raising relevant issues of public financing, competition, and public aid, relations with public shareholders, and the liability of board members. Providing meaningful counsel to the different classes of companies therefore requires solid knowledge not only of corporate law, but also of the Consolidated Law concerning companies in which all or a majority of the share capital is publicly owned (Leg. Decree No 175/2016), the New Public Procurement Laws (Leg. Decree No 36/2023) and the new Laws on Financially Significant Local Public Services (Leg. Decree No 201/2022).

Pierelia Viviani is an Associate at Angelini e Associati.

He focuses on energy and infrastructure law and regularly assists public administrations, market operators, and investment funds with the permitting procedures required to develop renewable energy projects, and in agreements with public entities to develop energy projects, including within the context of public-private partnerships, as well as in connection with developing renewable energy communities and energy efficiency projects. He also assists with due diligence on M&A and project finance transactions.

He completed his professional training with Prof. Fabio G. Angelini first at Studio Legale associated with Prof. Franco Gaetano Scoca and later at Lipani Catricalà & Partners. He currently acts as legal counsel for a major company operating in the energy sector.

• Admitted to the Milan Bar Association

Alessia Codari is an Associate at Angelini e Associati. She works mainly on in-court and out-of-court administrative law matters, with a focus on the environment, land governance, and public procurement. Alessia defended her dissertation on the constitutional reform of articles 9 and 41 on environmental protection, entitled "Environment, ecosystems and biodiversity: the impact of the reform of articles 9 and 41 of the Constitution, one year after the enactment of Constitutional Law No. 1 of 2022."

• Enrolled in the Register of Trainees of the Milan Bar Association

• Tutor in Public Law, UniNettuno University of Rome (since 2023)

Daniele Di Paolo is an Associate at Angelini e Associati.

He works mainly in the field of administrative law, focusing on infrastructure, environmental transition, social and health services, and pharmaceutical regulation. He regularly assists in judicial and extra-judicial proceedings in the field of public procurement and in proceedings concerning energy projects from renewable and non-renewable sources. He has gained significant experience in litigation relating to the actions of independent authorities and developing renewable energy projects, including PPP transactions relating to the development of renewable energy communities and energy efficiency projects.

Andrea Serafini is a Partner at Angelini e Associati. 

His practice focuses on public procurement law and PPPs, both during the procurement phase and during contract performance, and on property and environmental matters.

In the area of public procurement, he provides counsel on tender preparation, PPP bids and tender dossiers, and he assists in preparing, registering, and defining reserves during the execution phase. He also assists in judicial matters, litigating before administrative courts in matters related to tendering and exclusive jurisdiction, and in ordinary courts regarding disputes related to the performance phase of contracts.

Throughout his career he has assisted contracting authorities, awarding bodies, concession holders, and companies in all phases of public works processes, including services and supplies. During this time, he has acquired considerable experience in the field of infrastructure operations, public-private partnerships, services and supplies concessions, providing counsel during both the tendering and the execution phase. He has advised highway concession holders on issues that can arise during contract performance with the grantor (penalties, tariff adjustments, PEF revisions, variants, etc.); major companies in the energy sector on licensing procedures; and project companies and general contractors on the construction of roads, highways, railways, metro lines, and strategic infrastructure.

He is the author of numerous publications on administrative law, public procurement law and environmental law, and regularly teaches courses and seminars on public procurement.

• Member of the Velletri Bar Association
• Admitted to practice before the High Courts

• Lecturer in Public Procurement, Services and Public Contracts Law, Department of Management and Law, Faculty of Economics and Management, University of Rome "Tor Vergata" (2013- 2014).

Angelo Romano is the Executive Partner and co-founder of Angelini e Associati.

A Chartered Accountant and Auditor, he provides strategic advice and assistance in tax, fiscal, and accounting matters to public and private companies, multinational groups, consortia, public governments, and utilities.

He has extensive experience in real estate and infrastructure transactions, assisting investment funds and companies operating in the energy sector, M&A and reorganization processes, assisting clients in preparing tax and accounting due diligence, managing the tax aspects of extraordinary transactions, and reviewing acquisition and financing agreements from a tax perspective.

Angelo is a member of numerous boards of directors and regularly serves as a director and member of the audit committees of public and private companies and entities. He is also Managing Director of Greeninvest and a board member of A2i Group. 

• Member of the Pescara Institute of Chartered Accountants