The Challenge of Asset Division in High-Potential Companies

Milan is the beating heart of Italy's innovation ecosystem, and increasingly, separation proceedings involve assets constituted by holdings in innovative startups or scale-up companies. When an entrepreneur or investor faces the end of their marriage, the primary concern is not only the emotional aspect but also safeguarding business continuity and correctly valuing assets. As a divorce lawyer in Milan, Avv. Marco Bianucci understands that startup shares are not static assets like real estate, but dynamic entities subject to risks, volatility, and, above all, complex contractual constraints that require specific expertise to manage without depleting assets.

The Regulatory Framework: Community of Accrual and Asset Valuation

In Italian family law, the fate of company shares during a separation or divorce primarily depends on the marital property regime chosen by the spouses. While the issue is often simplified under the separation of assets regime, under the legal community of property regime, shares acquired during the marriage (and not through inheritance or donation) may fall under the so-called community of accrual. This means that, at the time of the dissolution of the community, the other spouse may claim a credit right equal to half the value of the shares, without becoming a shareholder. The complexity increases exponentially when dealing with startups: the nominal value is often negligible compared to the real or potential value (pre-money or post-money valuation). Furthermore, the presence of lock-up clauses, pre-emption rights, or shareholders' agreements makes the liquidation of shares a legally delicate procedure that must be harmonized with corporate law to avoid paralyzing corporate governance.

The Bianucci Law Firm's Approach to Business Protection

Avv. Marco Bianucci, an expert family lawyer in Milan, handles separations involving company assets with a strategy focused on value preservation. The primary objective is to prevent the couple's conflict dynamics from impacting the company's life. The Bianucci Law Firm thoroughly analyzes the company's articles of association and any existing shareholders' agreements to secure governance. The strategy focuses on negotiating agreements that provide for, where necessary, alternative or deferred financial compensation, avoiding the former spouse's entry into the shareholder structure if it could harm the business. Thanks to extensive experience in managing complex assets, Avv. Marco Bianucci works to find a balance that satisfies the economic rights of the weaker spouse without compromising the startup's growth trajectory.

Frequently Asked Questions

Do my startup shares automatically fall under asset division?

Not always. It depends on the spouses' marital property regime (community or separation) and the time the shares were acquired. If the acquisition occurred during the marriage under the community of property regime, the shares may fall under the community of accrual, generating a credit right for the other spouse at the time of the dissolution of the community, even if the shares remain registered to the founding shareholder.

How is the value of a startup calculated during a divorce?

Valuation is one of the most critical aspects. One cannot limit oneself to the balance sheet value, which is often unrepresentative for innovative startups. It is necessary to consider recent investment rounds, intellectual property, and growth projections. Avv. Marco Bianucci collaborates with financial experts to establish a fair value that protects both parties, avoiding unrealistic estimates that could stall negotiations.

Can my ex-spouse demand to join the board of directors?

Generally, family law protects the financial aspect, not the administrative one. However, if not managed correctly, the division of shares could theoretically grant corporate rights to the ex-spouse. The intervention of an experienced family lawyer is precisely to structure the separation agreement in a way that liquidates the due share in cash, keeping corporate governance firmly in the entrepreneur's hands.

What happens if I signed a lock-up agreement and cannot sell my shares to compensate my spouse?

This is a common situation in scale-ups. If the shares are unsellable due to contractual restrictions, the judge or the separation agreement must take this into account. In such cases, the Bianucci Law Firm works to structure installment payment plans or compensation with other assets from the family estate, respecting corporate constraints without incurring contractual breaches towards investors.

Request a Strategic Consultation

Managing a separation when holdings in innovative startups are at stake requires a vision that goes beyond simple matrimonial law. To protect the fruit of your labor and ensure a fair division, contact the Bianucci Law Firm. We receive by appointment at our Milan office at Via Alberto da Giussano, 26, to analyze your specific situation and define the most suitable strategy.