Avv. Davide Baraglia

Securitisations under Italian Law 130: strategy and governance

Avv. Davide Baraglia

About me

A lawyer, I work alongside financial intermediaries, master and special servicers, securitisation vehicles and professional investors throughout the entire life cycle of securitisation transactions under Italian Law 130/1999 - from structuring to wind-down - in the corporate governance of SPVs, ReoCos, LeaseCos and special-purpose companies, and in special situations involving NPL/UTP credits and real estate assets. An approach that combines the legal profile with direct knowledge and hands-on experience of the strategic and operational rationales of the business.

I operate as an advisor or fractional manager, acting as the link between the legal, corporate, financial and operational functions not only in individual transactions, but also in the internal organisation of servicers and intermediaries, in terms of governance, legal function, contractual arrangements and internal processes.

I have gained over ten years of experience in highly complex environments at regulated financial intermediaries, most recently within the Italian platform of one of the world's leading investment funds: a cross-cutting perspective that allows me to anticipate the logic, constraints and priorities of the various stakeholders (servicers, investors, originators, securitisation vehicles, boards, advisors, supervisory Authorities), and to translate them into strategic decisions.

I combine the technical precision of the lawyer with that of the analyst, to read each transaction in its entirety and turn legal and corporate oversight from a reactive function into a strategic lever, capable of preventing critical issues before they emerge, rather than merely managing them once they materialise.

I work with

Financial intermediaries
under Art. 106 TUB

NPL and UTP
credit servicers

International
private equity funds

Banks and credit
institutions

Institutional
and qualified private investors

Practice areas

From structuring to governance: a single point of oversight for complex transactions, on a fractional or advisory basis.

Securitisations

From setup to wind-down: end-to-end management of securitisation transactions under Italian Law 130/1999 at every stage of their life cycle, including the governance of SPVs and ancillary (ReoCo, LeaseCo) and special-purpose vehicles, regulatory matters, cash flows and reporting, and coordination among servicers, investors, institutional counterparties and corporate bodies.

NPL/UTP Credits and Real Estate

Management of distressed credit and real estate portfolios, or of single investments: from due diligence to acquisition, through to value maximisation - including in debt restructuring, corporate crisis and enforcement scenarios - and the enhancement and disposal of real estate and operating assets.

Legal and Corporate Affairs

Structured oversight of the entire legal and corporate function of financial intermediaries under Art. 106 TUB, servicers and special-purpose vehicles: legal advice on ordinary and extraordinary operations, M&A, corporate secretarial support, management of litigation and relations with investors, counterparties and supervisory Authorities. The continuity of an in-house function, with the flexibility of an external engagement.

Governance, Compliance and 231 Models

Design of the organisational framework of financial intermediaries under Art. 106 TUB, servicers and special-purpose vehicles: design and implementation of policies, procedures, internal regulations, systems of delegated powers, and models under Legislative Decree 231/01. Frameworks built to work, calibrated to the actual operations of those who adopt them.

Complex Contracts

Drafting and negotiation of highly complex contracts, in Italian and in English: securitisation, servicing, credit and real estate, as well as the entire operational contract portfolio of servicers and intermediaries - outsourcing, IT, intercompany agreements - through to MoUs, term sheets and NDAs. Focus on operational enforceability throughout the life of the relationship.

Complexity is a matter of method

Financial intermediaries, servicers and investors find in me a specialised point of reference for complex transactions. The first step is a confidential conversation.

Experience

2023 - 2026

Legal & Corporate Affairs

Aquileia Capital Services - Bain Capital Credit (Udine)

Main legal and corporate reference of the supervised financial intermediary under Art. 106 TUB representing the Italian platform of Bain Capital Credit, reporting directly to the Board of Directors and the Chief Executive Officer. Oversight of the legal, corporate and governance affairs of some 40 vehicles under Italian Law 130/1999 (SPVs, ReoCos, LeaseCos), PropCos and OpCos in the hospitality and real estate sectors, including full corporate secretarial management across the entire perimeter: minutes, resolutions and corporate documents.

2021 - 2023

Securitization & Transaction Management

Aquileia Capital Services - Bain Capital Credit (Udine)

Structuring of new transactions - credit and real estate securitisations under Art. 7.2 - and end-to-end management of a portfolio of more than 13 securitisations under Italian Law 130/1999, with total AUM approaching EUR 2 billion at peak. Oversight of the entire life cycle: contracts, vehicle governance, cash flow verification and investor reporting.

2019 - 2021

Loan & Asset Manager

Aquileia Capital Services - Bain Capital Credit (Udine)

Strategic, legal and financial management of high-value NPL and UTP positions within securitised leasing and loan portfolios: due diligence, complex restructurings, corporate crises, enforcement proceedings and real estate auctions, preparation of resolution proposals for investors and internal committees.

2020 - present

Director and Editor-in-Chief

SmartIUS (Treviso)

Founder and director of SmartIUS (opens in new tab), a legal analysis and insight platform covering fintech, the new economy and digital business. Editorial coordination of more than 30 contributors.

2017 - 2019

Lawyer - NPL, UTP & Factoring

Studio Legale Relance (Conegliano V.to - Milan)

Legal management of NPL and UTP portfolios for leading institutional investors and servicers among the main operators in the Italian NPL/UTP market, with a specialisation in leasing and factoring credits: legal advice, due diligence, litigation management, and judicial and out-of-court legal oversight of positions.

2016 - 2017

Lawyer

Independent practice

Advisory and litigation in banking, financial and real estate law. Publications in specialised legal journals.

Qualifications

2024 - 2025

Master's programme in 231/01 Models: cases, regulation and supervision

Sole 24ore Business School

2015

Admission to the Italian Bar

Venice Court of Appeal

2005

Certificate of Proficiency in English (C2)

University of Cambridge

FAQ

What is the difference between advisory and fractional management?

Advisory is project-based: a single transaction to structure or bring to completion, a specific issue to resolve, a due diligence, a turnaround or a corporate reorganisation. Fractional management is an ongoing engagement: I operate as an integral part of the organisation, with the commitment of an internal manager and the flexibility of an external consultant. The formula is flexible and is defined according to the client's needs and structure.

Do the services cover securitisations only?

No. Securitisations under Italian Law 130/1999 are the centre of gravity of the practice, but the work extends to everything that revolves around them: the governance and legal function of intermediaries and servicers, NPL/UTP and real estate portfolios, complex contracts, organisational frameworks. The distinctive value is not the individual practice area, but the ability to oversee an investment transaction as a whole, from every angle.

Does this oversight replace the “traditional” external law firm or the in-house legal function?

No - it complements them, from a different perspective. Not that of an external lawyer, but of someone who has led the legal function from the inside, reporting directly to the CEO and the board. Traditional external law firms step in on individual matters; in-house teams oversee the day-to-day. My services cover the space in between: a specialised, ongoing oversight of the transaction as a whole, coordinating external advisors and internal functions and bridging the legal and operational dimensions, with a broad view of the industry and the in-depth, first-hand knowledge of the needs of all parties involved.

How does an engagement begin?

With an initial confidential, no-obligation assessment: a call or a meeting to frame the specific need, followed by a proposal setting out scope, approach and terms.

Contact

info@davidebaraglia.it

Complex investments and organisations require dedicated, specialised oversight. An initial confidential conversation is the most direct way to bring the most effective levers into focus.

Networking

Offices

Milan, Italy
Treviso, Italy