Shares to Giorgio Armani's family, a bill under 900 million from the IRS

The Giorgio Armani's testamentary dispositions bear a mix of attributions, charges, recommendations, principles: From reading them, one gets the impression of a person very careful in proportioning affections and legacies and animated by the intention to perpetuate his style and his entrepreneurship over time; but also a very precise and punctilious person, to the point - for example - of dictating in his will the rules for the use of his yacht, by the person named to have the relative "right", "for a period of four weeks a year, even if not consecutive, with the right to choose the period, a preference to be expressed by the month of April".

From a strictly legal point of view, it is interesting to note first of all how the attribution of the shares of Armani Spa to the Armani Foundation will probably not generate the application of any inheritance tax, since it is a bequest in favour of a non-profit entity, while the inheritance tax will be applicable to bequests in favour of natural persons because none of them has been attributed "as of right" control of the company of which Giorgio Armani was the founder and sole shareholder. As they have no descendants or spouse, the applicable rates will be those of 6 and 8% depending on whether they are brothers, sisters and their children or individuals who are not related to the deceased.

If it is true that we are dealing with a asset of 13 billion, we should in theory be dealing with an indicative tax amount of 900 million; but in practice it will undoubtedly be a much lower amount, since the value of the corporate participations is to be calculated by taking the net asset value of the companies concerned as the taxable base.

The key provision of the will is undoubtedly the attribution of the bare ownership of the shares of Armani Spa to the Armani Foundation, encumbered by a temporary usufruct in favour of natural persons, destined to be extinguished at a certain date (the tenth year from the opening of the succession) or as and when minority interests are sold or placed on the market following a listing of the company. It should be noted that the money from the sale of these shares has been earmarked by the testator not to remain in the Foundation but to be the subject of a corresponding bequest in favour of the usufructuaries, who will thus in due course benefit from the substantial proceeds from these sales.

The assignment of the shares to the Foundation was not, however, conceived by the deceased (as was perhaps conceivable prior to his death) as a means of maintaining the entire ownership of Armani Spa over time and therefore of preserving the shares of Armani Spa from any sale that the heirs might make: in fact, the testator ordered a transfer of a significant part of these shares over time, indicating a shortlist of possible purchasers and subordinating this alienation to the consent of certain persons ("with the agreement of Leo (or, if no longer alive) at that time, with the agreement of Andrea and Silvana or the one between them surviving"). It is interesting to raise the question of whether this "agreement" does not exist.