Discussion in 'Italian-English' started by birder, Jul 3, 2011.

  1. birder

    birder Senior Member

    In the rules for how a stockholder can transfer his/her interest we read:

    Il socio che intende vendere o coumnque trasferir la propria partecipazione dovrà comunicare la propria offerta a mezzo lettera raccomandata all'organo amministrativo; l'offerta deve contenere le generalità del cessionario e le condizioni della cessione.

    Isn't this in error? The "cessionario" is the "assignee" -- in other words the guy who going to get the shares, and we don't know anything about him yet; that's why an offer was thrown on the table.

    The guy we know about is the "assignor" so he can tell us his particulars in the offer he wrote. Shouldn't this Italian read CEDENTE?
  2. effeundici Senior Member

    Italian - Tuscany
    It seems you are right. Cessionario is the one who is going to replace the cedente. So it should be cedente.

    At least this is what I think.
  3. SighingatSilvio Senior Member

    Australia - English
    I'm not understanding this.

    So the offer must contain the personal details of the assignee and the conditions of the transfer. How is that unusual? It is the same way things are done in English legal systems. They aren't going to need the details of the assignor, because they already have them on their share register.

    It is exactly because they don't know anything about the assignee that they want his/her/its details.
  4. Blackman

    Blackman Senior Member

    Island of Sardinia, Italy
    You are right. Il socio ( cedente ) and il cessionario are not the same person. Il socio has to provide all the details of the person ( cessionario ) who is going to buy his quote, because l'organo amministrativo wants to know them.
  5. birder

    birder Senior Member

    Now just a minute----

    l'offerta deve contenere means the offer must contain

    At the point the offer is issued by the assignor, we do not know who the assignee is, much less any particulars about him that, according to SighingatSilvio, must be contained in the offer.

    We do know who the assignor or vendor (cedente) is, and if I, as a potential assignee or buyer (cessionario), am going to be interesed in the offer, I will need to know the assignor's particulars that must be contained in the offer (full disclosure).

    So I am not dissuaded from my original supposition, with which effeundici agrees.

    If the orignal by-law stated that the offer must REQUEST the particulars, rather than the offer must CONTAIN the particulars, I might be inclined to agree with the others that particulars refers to the assignee (full disclosure again), but not as it stands.
    Last edited: Jul 4, 2011
  6. Blackman

    Blackman Senior Member

    Island of Sardinia, Italy
    There's an organo amministrativo, right? If one of the stakeholders ( whose details are known by this organ, since he is already a socio) wants to sell/transfer his stakes/participation, automatically he becomes a cedente. Now, this organo amministrativo wants to know who is this guy (cessionario) that is going to buy those stakes. The cedente then has to write a letter, specifying the details of the guy he is selling his stakes to and the terms of the deal.
    Last edited: Jul 4, 2011
  7. birder

    birder Senior Member

    Well, Blackman, of course what you say is correct, but the details of the buyer are not known to the seller (cedente) at the time the offer is thrown on the table, open to everyone.

    Sure, when a deal is made, or proposed, the administration wants to know about the possible buyer (cessionario) at THAT LATER time, when his identity becomes known, so it can approve or deny the transfer.

    But that happens later, only after the potential buyer (cessionario) becomes known.

    The offer itself cannot contain details on the buyer, which are unknown when the offer is issued.

    (Of course the offer can contain the details of the deal offered by the seller, since he made them up, but these are just "openers" and are subject to negotiations.)
  8. Blackman

    Blackman Senior Member

    Island of Sardinia, Italy
  9. SighingatSilvio Senior Member

    Australia - English
    Birder I think you are getting too hung up on the word 'offer', and about how it's 'put on the table', as you say.

    What is meant by 'offer' in this instance is open to speculation. It may be they are calling it that but actually it's an agreement. It could be a true offer in a legal sense, where they fill in the details later, once the details of the assignee are known. And there are other possibilities, all down to practicalities or mechanics of the process. In ANY case, it's no different from how things work here, and I have been involved in exercises like this a LOT, over time.

    It's an assignee being referred to and 'cessionario' is the right word. There is no mistake here.
  10. Nocciolina Senior Member

    Is it not possible that in this context the "cessionario" refers to the "seller". The reason I ask is because I am wondering about the meanin of "cessionario" in the following sentence:
    Il finanziamento ad Alfieri , per 370 migliaia dì Euro al 31 dicembre 2011, si riferisce alla quota parte a carico di Wonder S.p.A. della provvista fondi (cash collateral) costituita dai soci di Upim S.r.l., in sede di cessione da parte di quest'ultima della partecipazione in Rinasce S.r.l., quale garanzia nei confronti del cessionario per gli impegni regolati dal contratto relativo alla predetta cessione; il credito risulta verso Alfieri Associated Investors Servicos de Consultoria S.A. avendo quest'ultima corrisposto la suddetta quota parte per conto della Società.

    In this context they seem to be talking about the "seller" rather than the transferee

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