Context and objective

The client was a three-generation family business with a fragmented ownership structure and overlapping roles spread across several countries and branches. While the corporate reorganisation itself was relatively straightforward from an advisory standpoint, the project's real objective — and the bulk of the advisory effort — concerned the family: introducing formal governance where none had previously existed, separating ownership from management, and preparing the ground for future generational transitions.

Key challenges

• Absence of formal governance rules, creating confusion and inefficient decision-making
• Overlapping roles between ownership and management, blurring accountability
• A fragmented international structure lacking alignment and central control
• Unmanaged risks around future generational transitions

Approach and governance tools

An integrated advisory team of legal, tax and strategic advisors defined family governance rules, designed a corporate structure to reflect them, and implemented the restructuring across all relevant jurisdictions. Concretely, this meant establishing a Family Council to ensure strategic alignment and coordinated decision-making, introducing qualified-majority voting mechanisms, and formalising rules for next-generation entry and dividend distribution — together with a clear separation between shareholders, administrators, managers and employees, and merit-based access to management positions.

The restructuring steps

Implementation required coordinating legal and tax advisors across Italy, Germany, Poland and Russia. Key steps included: a reduction of the Polish holding company's voting rights in its Russian subsidiary via a capital increase subscribed by the minority shareholder, to manage significant reputational risk in the Russian component of the deal; a sale of the Polish shareholding by the Italian individual shareholders, with the effective Italian capital gains tax rate reduced from 26% to 21% through a tax basis step-up election; a tax-neutral contribution of that shareholding into an Italian holding vehicle; an in-kind dividend distribution of the German second-tier shareholding, taxed at a marginal 1.2%; and, finally, a demerger transferring the Italian companies, the group's real estate and its administrative, finance and HR functions into a new group holding company (NewCo), completed through tax-neutral contributions of the operating companies into that Holding.

Results and lessons learned

The project delivered clearer, centralised governance aligned with family expectations, a scalable structure ready for future generational transitions or partnerships, and improved operational efficiency across the international subsidiaries. The key lesson: governance must be established before implementing structural changes, and involving all family branches from the outset is essential to secure unity and buy-in. An integrated, multi-disciplinary advisory approach proved decisive in addressing the complexity of a multinational, multi-generational family enterprise — and the project stands as a replicable model for similar family businesses pursuing long-term growth.

Short presentation of Daniele Sala and SALA STUDIO

Daniele Sala is a tax and corporate advisor with JPA Studio Sala, presenting a case study on combining corporate restructuring with family governance design for an international, multi-generational family business.

JPA Studio Sala is an independent multidisciplinary firm specializing in tax advisory, audit, and corporate consulting services. With a history spanning more than 50 years, the firm supports businesses and entrepreneurs in addressing complex regulatory, financial, and governance challenges. The firm's multidisciplinary team combines long-standing professional experience with expertise gained by several of its professionals during their careers at leading advisory firms and Big Four organizations, delivering tailored solutions grounded in technical excellence and a practical understanding of clients' needs.

Complementing these services, Sala Bonomelli, the firm's affiliated employment consultancy practice, provides specialized labour law advisory and payroll administration services, enabling clients to benefit from a comprehensive and coordinated professional offering.

Website : https://salaeassociati.it