www.studiopierallini.it EUROPEAN AIR LAW ASSOCIATION Fifth Copenhagen Air Finance Legal Seminar Copenhagen, Friday 6th February 2015 Skt. Petri Hotel Prof. Laura Pierallini - LUISS University of Rome
Italian operators and Irish registered aircraft: repossession and de-registration Repossession of aircraft located in Italy (either Italian or foreign registered) governed by the Italian laws (see next slides); Irish registered aircraft operated by Italian air carriers: Repossession: governed by the Italian laws no self-help remedies; De-registration: governed by the Irish laws
Italian registered aircraft: repossession and de-registration Italian registered aircraft: Repossession: governed by the Italian laws no self-help remedies; De-registration: governed by the Italian laws: aircraft registered in the name of owner/lessor (meeting EU nationality requirements according to article 756 of the Italian Navigation Code) deregistration upon request of owner based on the grounds set forth by art. 760 of the Italian Navigation Code; aircraft registered in the name of the Italian operator/lessee (owner/lessor not meeting EU nationality requirements) deregistration based on a judicial decision recognizing lessee s default under the relevant aircraft lease.
Aircraft repossession No self-help remedies available to owner/lessor under the Italian laws (unless with the express consent of lessee); Repossession of aircraft located in Italy governed by the Italian laws, irrespective of their country of registration; Judicial remedies available under Italian Civil Procedure Code (ICPC) Owner/lessor entitled to enforce a foreign judgment in Italy: EU judgments recognized pursuant to Regulation (EC) 44/2001; extra-eu judgments recognized pursuant to Law 218/1995; arbitral awards recognized pursuant to the 1958 New York Convention.
Aircraft repossession Owner/lessor entitled to act against the lessee before the Italian competent court, claiming: an injunction of return of the aircraft (pursuant to Article 633 of ICPC so called decreto ingiuntivo ), which can be granted inaudita altera parte and either immediately enforceable (based amongst others on the urgency and the documentation filed by the applicant), or subject to a waiting period of 40 days for the possible objection by the lessee; precautionary and provisional measures (including seizure/attachment of the aircraft).
Recent closing of the deal Alitalia Etihad Airways on 23 December 2014 Old Alitalia and Etihad Airways announced the closing of the transaction implementation agreement in respect of the set-up of the New Alitalia, namely Alitalia Società Aerea Italiana S.p.A. deal effective as of 1 January 2015 and implemented by: Old Alitalia contributing the whole going concern of the air transport operations into the New Alitalia, inclusive of assets, agreements, employees, brand, intellectual property, traffic rights, slots etc. (with the exception of certain retained liabilities and pending litigations); The contribution of the whole going concern used by Old Alitalia to subscribe a share-capital increase of New Alitalia;
Recent closing of the deal Alitalia Etihad Airways Etihad Airways investing the aggregate amount of Euro 560 million in the New Alitalia, as follows: Euro 387,5 million to fully subscribe the share capital increase; Euro 60 million to purchase several slots at London Heathrow Airport for the benefit of New Alitalia s business; Euro 112,5 million a 75% ownership and controlling interest in New Alitalia s frequent flyer programme (Mille Miglia). as a result, New Alitalia is now owned by Old Alitalia (51% of the shares) and by Etihad Airways (49% of the shares);
Recent closing of the deal Alitalia Etihad Airways Effects on the aircraft leases: aircraft lease agreements pertaining to Old Alitalia fleet transferred to New Alitalia in the context of the contribution of the whole aviation going concern (by operation of law in accordance with article 2558 of the Italian Civil Code); aircraft lease agreements transferred to New Alitalia governed by foreign laws (common laws systems). Therefore lessors required the execution of confirmatory lease novation agreements, whereby Old Alitalia conveyed and assigned to New Alitalia all of its rights and obligations under relevant leases and security packages
Many thanks for your attention! Prof. Laura Pierallini - LUISS University of Rome