The Firm

Graduated in Economics and Commerce on 17/7/2002 from the Università Cattolica del Sacro Cuore in Piacenza. Licensed as a Chartered Accountant in 2006 with an office at Via A. da Giussano, 18, 20145 Milan:

Tel: 02/48021221
Mail: francesca.ziliani@sdca.it
Pec: francesca.ziliani@odcecmilano.it

1. Experience gained as an Expert in Negotiated Crisis Composition following an appointment by the Commission at the Milan CCIIA on 18/1/2022 for a company belonging to a French group with about 40 employees operating in the newspaper printing sector, during which the following activities were carried out: (i) understanding the causes of the crisis and the elements that could indicate that the economic and financial imbalance was reversible and surmountable through a new "contract manufacturing" business model for at least two years, in discontinuity with the previous business model; (ii) facilitating negotiations with strategic suppliers to renegotiate fixed costs where possible, including the renegotiation of property lease costs and production machinery rental costs; (iii) streamlining financial flows and reporting to ensure transparent awareness among various stakeholders during the negotiation process; (iv) verifying the consistency and sustainability of the recovery plan, progressively updated as negotiations advanced; (v) urging adherence to the activity schedule and the flow of information/documentation with advisors and creditors to facilitate negotiations and critically examine the recovery plan; (vi) drafting an opinion to confirm protective measures and subsequent favourable ruling by the Court; (vii) achieving informal positive outcomes during negotiations with key creditors for the amount of credit claimed, which were essential for business continuity.


2. Experience gained as an Expert in Negotiated Crisis Composition following an appointment by the Commission at the CCIIA of Milan on 3/5/2024 for a joint-stock company operating in the rotary and flatbed printing sector with approximately 130 employees and a turnover of €33,000,000. The following activities were carried out: (i) Understanding the causes of the crisis and identifying elements that could indicate that the economic and financial imbalance was reversible and solvable through the divestment of the rotary printing division, which absorbed cash liquidity, and the direct continuation of the flatbed printing division, which generated positive cash flows. (ii) Assessing the adequacy of the accounting, administrative, and organizational structure, including evaluations of the need to integrate certain functions or separate certain roles under the same individual (shifting responsibilities to someone other than the Board of Statutory Auditors) to achieve managerial and control discontinuity from the past, necessary for the company's recovery. (iii) Conducting periodic reviews of projected cash flows to compare them with the historical data available internally within the company under restructuring, and evaluating them through sector benchmarks. (iv) Urging the implementation of a management control system (analytical accounting by cost center, budgeting, reporting), including an aggregate of off-balance sheet records suitable for constant, strict monitoring of business performance. This also involved preparing a cash or treasury budget distributed over a time horizon of no less than six months, to ensure the sustainability of operational management in terms of income and expenditure as part of the recovery plan. (v) Facilitating negotiations with the banking sector and obtaining the banks’ support to finance invoice advances related to the ongoing management of business units during the Negotiated Crisis Composition process, with the assistance of legal counsel in negotiations with banking institutions; (vi) Facilitating negotiations with strategic suppliers to ensure continuity of operations for the business units. (vii) Urging the implementation of projected financial flows to generate reports intended for banks and to monitor the recovery process, as well as being essential for verifying the sustainability of the recovery plan. (viii) Facilitating the flow of information between the Negotiated Crisis Composition TEAM, the appointed CRO, creditors, and the legal counsel appointed by the banking sector. (ix) Assessing the application of tax settlement agreements and liaising with the Revenue Agency. (x) Facilitating discussions with trade unions and resorting to solidarity contracts to achieve an agreement. (xi) Providing an opinion to confirm protective measures and obtaining a favorable ruling from the Court. (xii) Achieving positive outcomes during negotiations with key creditors regarding the amount of credit claimed, which were essential for business continuity. (xiii) Evaluating the sustainability of the recovery plan, progressively updated based on the status of ongoing negotiations;


3. Experience gained as an Expert in Negotiated Crisis Composition following an appointment by the Commission at the CCIIA of Milan on 20/3/2024 for a joint-stock company operating in the design, construction, and sale of machinery and plants for the food, chemical, pharmaceutical, ecological, energy production, and waste treatment sectors, with approximately 147 employees and a turnover of €33,000,000. The following activities were carried out: (i) Understanding the causes of the crisis and identifying elements that could indicate that the economic and financial imbalance was reversible and solvable through the acquisition of new orders, considering market expectations, renegotiation of bank debt, and fixed cost savings. (ii) Assessing the adequacy of the accounting, administrative, and organizational structure, including evaluations of the need to integrate certain technical functions to achieve managerial discontinuity from the past, necessary for the company's recovery. (iii) Monitoring business performance and preparing a cash or treasury budget distributed over a time horizon of no less than six months, to ensure the sustainability of operational management in terms of income and expenditure, as part of the recovery plan. (iv) Urging adherence to the activity schedule and coordinating the flow of information/documentation with advisors and creditors to facilitate negotiations with creditors and critically reviewing the recovery plan;


4. Non-executive Director and member of the Board of Directors (CDA) and ESG Committee of chemical company active for 48 years in the research, production, registration, and sale of active ingredients and crop protection products (both synthetic and biorational);


5. Expert in business crises and recovery, having held roles as Receiver and Judicial Commissioner in insolvency procedures (including residential and non-residential building construction, freight transport, manufacturing of non-domestic refrigeration and ventilation equipment, paint and printing ink manufacturing, and publishing), including cases admitted to temporary operations in evident crisis and restored to economic, equity, and financial balance. Notably, managed the temporary operation and conducted economic and financial restructuring activities for the bankruptcy of Allegra (operating in the services sector) and the bankruptcy of Ink Maloberti (operating in the industrial sector for the production of metal inks) to achieve the subsequent sale of the restored business unit;


6. Expert in business valuation and appraisals in the context of extraordinary operations, following verification of industrial plans and financial flow planning;


7. Performs mandatory and voluntary audits of annual and interim financial statements;


8. Provides general tax consultancy and advice on tax aspects of ordinary corporate transactions, as well as the study and implementation of extraordinary transactions.

1. Partner at the Studio Associato Dottori Commercialisti e Revisori Contabili SRL STP, founded by Giuseppe Naponiello, based in Milan, Via Alberto da Giussano 18. Activities as a Chartered Accountant include:
   • Business valuations, including business units, tangible assets, intangible assets, and rights;
   • Extraordinary corporate transactions;
   • Tax and corporate consultancy, including tax planning;
   • Analytical/industrial accounting: Supervision and coordination of the implementation of integrated IT systems within industrial groups, specifically regarding process and product analytical accounting;
   • Support in drafting industrial plans and financial planning documents for stock exchange listings or as required by rating agencies or banking institutions;
2. Acting before the judicial authority - Court of Milan - as Bankruptcy Trustee, Judicial Commissioner, and Judicial Liquidator, including as a member of the Board of Trustees;
3. Appointed by Ministerial Decree (D.D.) on 30/11/2016 by the Ministry of Economic Development as Liquidation Commissioner for Medica Group Società Cooperativa A R.L;
4. Holds the role of Judicial Administrator by appointment from the Autonomous Section for Preventive Measures of the Court of Milan;
5. Assistant to the National Agency for the Administration and Allocation of Assets Seized and Confiscated from Organized Crime in confiscation proceedings;
6. Member of the Supervisory Body under Legislative Decree 231/01, responsible for monitoring Organizational Models to prevent corporate administrative liability and for their updates in an industrial company operating in the chemical sector;
7. Technical consultant for financial institutions in cases related to usury, compound interest, and bankruptcy clawbacks;
8. Legal Auditor in ongoing statutory boards of industrial companies operating in the chemical sector;
9. Appointed as Expert in Negotiated Crisis Composition by the Chamber of Commerce of Milan;
10. Appointed as a professional delegate for the judicial sale of real estate by the Court of Milan;

2015/2016: Certificate of Advanced Training Course for Judicial Administrators at the Università Cattolica del Sacro Cuore in Milan, focused on judicial administration and the management of seized and confiscated assets and companies.

2008: Master's Degree in Internal Auditing and Management Control at the University of Pisa (MASTER IN AUDITING AND INTERNAL CONTROL, part of the I.A.E.P. SCHOOL). Covered topics include the implementation of an Internal Control System in companies, management reporting systems, and the development of an organizational model to comply with Legislative Decree 231/01 on corporate administrative liability.

2002: Università Cattolica del Sacro Cuore in Piacenza, Degree in Economics and Commerce with a specialization in the Chartered Accountant profession, graduated with honours (110/110 cum laude). Thesis topic: "Application of the Organizational Model 231/01 in SMEs."

1998: Istituto Calamandrei in Codogno, Diploma in Accounting with a final grade of 56/60.

SCHOLARSHIPS AWARDED FOR MERIT

2001: Università Cattolica del Sacro Cuore in Piacenza

Innerwheel Club of Piacenza Award for the best student of the first two years at the Faculty of Economics and Commerce at the Università Cattolica del Sacro Cuore in Piacenza.

• Biennial refresher course pursuant to Art. 356 of Legislative Decree 14/2019 (Corporate Crisis and Insolvency Code), as updated by Legislative Decree 136 of 13 September 2024 (Official Gazette 27 September 2024, no. 227), in compliance with D.M. 202/2014, D.M. 75/2022, the Guidelines issued by the High School of the Judiciary, and considering Ministry of Justice Circular no. 45 dated 4 January 2023. Organized by Euroconference, valid for maintaining registration in the List held by the Ministry of Justice for Business Crisis Managers, Trustees, Liquidators, Judicial Commissioners, and Certifiers, from 19/11/2024 to 17/12/2024.


• 55-hour course "The Expert in Negotiated Composition for the Resolution of Business Crisis introduced by DL 118/2021," organized by ACEF - Cultural Association for Economics and Finance, from 22 October to 11 November 2021.

1. Course on adequate organizational structures and Negotiated Crisis Composition, AIDC, from 6 to 27 November 2024;
2. Course for over-indebtedness crisis managers, fourth session, Milan, 4/11/2024, organized by the Centre for the Study of Crisis and Insolvency Law;
3. Seminars on the Crisis and Insolvency Code and the ACM Amendment, 22/10/2024;

Activity as trustee managing temporary operations, including corporate restructuring activities preparatory to the subsequent disposal of business units.

English: Good written and spoken proficiency

French: Good written and spoken proficiency.