Family Governance

Governance design: family constitution, pacts, internal rules.

Structuring family governance for entrepreneurial families: family constitution, family council, shareholders' agreements, family pacts under art. 768-bis of the Italian Civil Code (patto di famiglia — Italian family business transfer pact), rules of access to wealth, and dispute resolution mechanisms.

Who it's for

Who this practice serves.

Typical client

Multi-branch families

Families with multiple branches (3+ generations, 5+ active members) requiring clear rules to avoid conflicts over access to wealth and strategic decisions.

Typical client

Families approaching transition

Families preparing for a generational transition who want to clarify governance before the wealth transition itself.

What we do

Family Governance.

  • Drafting of family constitutions and rules of access to wealth.
  • Establishment and regulation of the family council and steering committees.
  • Shareholders' agreements and family pacts under art. 768-bis cc.
  • Dispute resolution mechanisms and management of conflicts among branches.

The method

How we work.

01

Audit of current governance

Mapping of existing family bodies (formal and informal), power dynamics among branches, historical decisions, and latent or open tensions.

02

Family constitution

Drafting of the family constitution — values, mission, rules of access to wealth, rules on entry and exit of family members, codes of conduct.

03

Legal instruments

Shareholders' agreements, family pacts under art. 768-bis cc, holding bylaws, inter-branch agreements. Coordination with notary and tax counsel for formalization.

04

Family council and ratification

Establishment of the family council as a governance body, definition of standing committees (investments, people, ethics), and formal ratification of the constitution.

Output

What we deliver.

Every mandate concludes with concrete, formal, and archivable deliverables.

  • Written family constitution
  • Shareholders' and family pacts
  • Family council rules of procedure
  • Implementation roadmap

The team

Lead partner.

Ugo Zampieri

Partner

Senior expert with over 25 years in M&A and debt restructuring across IT, business services, and healthcare, with Italian and cross-border experience. Originator of mandates for several IPOs on the EGM segment (formerly AIM Italia of Borsa Italiana).

Gian Piero Sala

President

Chartered accountant since 1993, court-appointed expert (CTU) at the Tribunal of Milano (Milan). Cross-border M&A negotiations.