i Recent trends in the Italian real estate market

The Italian real estate market experienced a period of growth from the early 2000s until 2008. Growth was driven by widespread market confidence, easy access to credit, and positive, albeit limited, economic growth. Growth was accompanied by positive signs in the real estate market and, in particular, by sustained average annual absorption and a very low availability rate.

During this period, international investors and international private equity funds started to consolidate their presence on the Italian real estate market, often co-investing with Italy-based local investors.

Since 2000, thanks to the introduction of new legislation facilitating the setting up of real estate investment funds and affording them a favourable tax treatment, the real estate fund sector started to gain prominence, with the listing of several publicly traded real estate funds and the establishment of dozens of funds reserved to qualified investors (often used by international investors to invest in the Italian market).

This boom period also saw the launch of significant property development and major urban renovation projects, supported by easy access to relatively cheap financing. In addition to traditional investments in the office and retail sectors, investors started to venture into the logistics, hotel and leisure sectors.

Transaction volumes grew significantly and reached historical peaks in 2006 and 2007 (respectively €8 and €9.5 billion).

The market began to change radically in the second half of 2007. Investment volumes fell sharply, Italian-based investors started to experience severe financial difficulties and international investors began to shun the Italian market. Two years of severe economic recession in 2008 and 2009 were followed by a phase of protracted and significant contraction of corporate real estate investments, with volumes falling from €6.8 billion in 2008 to €4.3 billion in 2011 and €2.9 billion in 2012. Because of the deteriorating economic and financial environment in Europe, investment volumes substantially returned to the level of 2003 to 2004.

Since the second half of 2013, however, the Italian real estate market has witnessed significant signs of recovery both in terms of market attractiveness and investments volumes. In 2013, investment volumes rose to €4.7 billion, from the bottom levels of €2.9 billion of 2012, increasing again to €5.3 billion in 2014 and reaching €8.2 billion in 2015.

2015 witnessed a sharp increase in real estate activity compared with previous years, with significant growth in volume and in the overall number of sizeable transactions. The main driving force behind this turnaround has been the impressive comeback of foreign investors, who have significantly increased their presence in Italy and are showing interest in investments beyond the traditional office and retail sectors. Since 2015, foreign investors (mainly international property funds, sovereign wealth funds, insurance companies and family offices) have accounted for over 80 per cent of the institutional real estate market – a percentage not seen since 2007.

Investments are concentrated in the more liquid markets of Milan and Rome, with Milan attracting a large share of total investments.

Strong competition for core assets in prime locations has led to a decrease in prime yields. Investors are now gradually moving up the risk scale, looking at more opportunistic investments or secondary locations and showing growing appetite for higher-risk transactions (value added transactions and developments).

The credit market has not yet fully recovered – another factor giving an edge to foreign investors, who have easier access to international finance markets, over domestic players.

ii Main players in the Italian real estate market

The Italian real estate market is mainly a private market, with the main players being Italian real estate funds, international private equity and property funds, institutional investors, sovereign wealth funds and other private investors.

Listed REITS and listed property companies are not a significant component of the Italian real estate market. At June 2017, Italy had only four listed REITS,2 fewer than their European peers, with an aggregate market capitalisation of €2.5 billion. By way of comparison, the United Kingdom has 33 listed REITS, France has 20 and Spain has 10.

Since 2013, foreign investors have been the main players in the market and, as shown in the following table, now represent the main source of investment capital in the Italian real estate market.

Corporate investment in Italy by investor’s origin (% of total)































The most active foreign investors in the Italian market include Blackstone, Cerberus, Morgan Stanley, AXA Real Estate, Allianz and the Qatar sovereign fund.

In addition to foreign investors, Italian asset management companies (SGRs) managing real estate investment funds continue to play a major role in the market, with a growing trend towards market consolidation. The recent business combination of Investire Immobiliare SGR, Beni Stabili SGR and Polaris SGR led to the creation of the second-largest real estate asset manager with over 30 funds and total assets under management (AUM) in excess of €7 billion. The top five assets managers now manage over 50 per cent of total assets under management, with the top 10 representing over 70 per cent of the total. The largest real estate asset managers present in Italy by AUM are IDeA Fimit, Investire, BNP Paribas Reim, Generali Immobiliari and Coima.


The largest and most visible transactions carried out on the Italian market reflect the trend described in the previous paragraph. Purchasers have been mainly foreign investors, and public M&A and capital market transactions have been very limited. Private equity funds have continued to play an important role on the market.

i Major transactions –2016

2016 has confirmed the recent strength of the Italian real estate market, and recent significant transactions have included the €200 million IPO of Coima RES, the first new REIT to be listed in Italy in several years; the €950 million acquisition by Antin Infrastructures, Icamap and Borletti Group of the concession for the retail spaces of Italian major train stations; and the €200 million acquisition of St Regis and Westin Excelsior hotels in Florence by Nozu Hotels & Resorts, controlled by Qatari Jaidah Holdings.

ii Major transactions – 2015

In 2015, investment volume was up by nearly 55 per cent compared with 2014, driven by large transactions in Milan. Alone, the city accounted for 54 per cent of the total investment volume in Italy thanks to the following three large deals: the €900 million investment by Qatar Investment Authority in the Porta Nuova project in Milan; the purchase of the Isozaki Tower in Milan by Allianz for €367 million; and the sale of Palazzo Broggi in Piazza Cordusio in Milan to Fosun for €345 million.

iii Major transactions – 2014

2014 saw the consolidation of the Italian real estate market, with total investment volumes of €5.3 billion. The main transactions in 2014 included the €400 million sale by Auchan of a retail portfolio to an Italian pension fund; significant transactions involving alternative products, such as bank branches, with two Intesa San Paolo (€175 million) and Deutsche (€134 million) portfolios being sold for total €342 million, and the acquisition by Qatar Holding of the Credit Suisse Italian headquarters in Milan; and the €180 million sale by Idea Fimit SGR of Forte Village, a prime luxury resort in Sardinia, to a Russian family office.


i Publicly traded REITs and REOCs – structure and role in the market

As previously mentioned, the public real estate market in Italy is very limited, and recent attempts to list new REITs have not always been successful. In 2015 and 2016, four new REITs tried to list on the Milan Stock Exchange, with only Coima RES SIIQ was able to complete its IPO at the beginning of 2016.

The main REITs and REOCs (real estate operating companies) listed in Italy are the following:

a Beni Stabili (REIT), with a market cap as of 30 June 2016 of €1.2 billion, investing mainly in the office sector;

b IGD (REIT), with a market cap as of 30 June 2016 of €600 million, investing mainly in the retail sector;

c Coima RES (REIT), with a market cap as of 30 June 2016 of €300 million, investing mainly in the office sector;

d Aedes (REIT), with a market cap as of 30 June 2016 of €120 million, investing mainly in the office sector; and

e Risanamento (REOC), with a market cap as of 30 June 2016 of €155 million, a company that underwent a significant debt restructuring and that currently owns one of the largest development projects in the Milan area.

Legal and tax status

The Italian REIT regime was introduced in Italy by Law No. 296/2006, which provides for a special tax regime applicable to Italian-listed real estate investment companies (SIIQs) and whose main activity is the rental of real estate properties. The SIIQ regime is also applicable to non-listed Italian real estate investment companies (SIINQs), which are subsidiaries of SIIQs if certain conditions are met.

SIIQs benefit from a special tax status, which allows income from property rental to be exempt from IRES (corporate income tax) and (proportionally) from IRAP (an Italian regional tax on productive activities). These profits are taxable for shareholders only upon their distribution as dividends. The tax-exempt income includes income from rental activity; gains or losses on real estate properties for lease and shares held in SIIQs or SIINQs, or participations in certain real estate investment funds; and dividends from SIIQs or SIINQs, and proceeds from certain real estate investment funds (together, tax-exempt operations).

Requirements for eligibility for the SIIQ regime

To benefit from the SIIQ regime, a company must be established as a joint-stock company, be resident for tax purposes in Italy3 and have its shares traded on a regulated market in an EU or EEA Member State.4

In addition, the company’s articles of incorporation must prescribe rules governing its investment policy, limits on the concentration of investment and counterparty risks, and a maximum limit on financial leverage at the company or group level.

Dividend distribution requirements

To maintain their favourable SIIQ tax status, SIIQs must distribute in each fiscal year at least 70 per cent of the lower of the net profits from the tax-exempt operations or the total profits. At least 50 per cent of the proceeds deriving from net gains on property for lease and from the sale of interests in SIIQs, SIINQs or real estate funds must be distributed in the two fiscal years following the year in which they were realised.

Ownership requirements

No shareholder may hold, directly or indirectly, a stake in an SIIQ granting more than 60 per cent of the voting rights or more than 60 per cent of the rights to participate in profits. If these thresholds are exceeded as the result of extraordinary corporate actions or capital market transactions, the special SIIQ tax status will be suspended until compliance with the ownership requirement has been restored.

Furthermore, at least 25 per cent of the company’s shares must be held by shareholders who do not directly or indirectly hold more than 2 per cent of the voting rights and more than 2 per cent of the rights to participate in profits.

The ownership requirements must be met by the first tax period for which the option is exercised, in which case the special tax status will be effective as of the beginning of that period.5 Companies that only achieve the 25 per cent requirement by the end of the first tax period must comply with the additional 60 per cent ownership requirement within the next two tax periods; in such cases, the special tax status will apply from the beginning of the tax period in which this ownership requirement is met.

Asset and income requirements

At least 80 per cent of the SIIQ’s total assets must consist of real estate properties (ownership and other rights, including finance leasing); participations accounted as fixed assets in other SIIQs or SIINQs; or shares in certain real estate funds (asset test).

At least 80 per cent of SIIQ’s positive components of income must be (1) proceeds from lease activity; (2) dividends from lease activity arising from participations in SIIQs, SIINQs and certain real estate funds; and (3) capital gains realised on real estate properties held to lease or from qualifying participants (see point (2) above) (income test).

SIIQs and SIINQs must prepare their financial statements in accordance with international accounting standards. Both SIIQs and SIINQs will forfeit their special tax status if:

a they are no longer resident for tax purposes in Italy;

b they no longer have the form of a stock corporation;

c they fail to distribute the profits from tax-exempt operations subject to mandatory distribution; and

d they fail to conduct property rental as their main business.

The special tax status will not be applied should an SIIQ or SIINQ fail to comply with the asset test and the income test for the same tax period, or fail to comply with one of the two tests for three consecutive tax periods, effective as of the second tax period.

SIIQs are immediately disqualified from the special tax status if their shares are no longer listed.

Option to obtain the special tax-advantaged status

The special tax status for SIIQs is obtained by a company exercising an option before the end of the tax period prior to the one that it intends to benefit from the status. The option is irrevocable and requires the company to accept categorisation as a SIIQ or SIINQ, which must then be indicated in the company’s name and in all the company’s documents.

ii Italian real estate funds

Italian real estate funds are a very significant component of the Italian real estate market. At the end of 2015 there were around 400 real estate funds in Italy, holding properties with a value in excess of €50 billion.

Legal status

Under Italian law, real estate funds belong to the general category of investment funds and are considered alternative investment funds (AIFs) for the purpose of the AIFMD Directive.6

Investment funds are governed by the Consolidated Financial Act7 and by the relevant implementing regulations.8 The Consolidated Financial Act defines investment funds as:9

the investment scheme set up to provide the collective investment service, whose assets are collected from a plurality of investors through the issuing of units or shares and which is managed in pool and autonomously from these investors [. . .], in accordance with a predetermined investment policy.

Under Italian law, real estate investment funds are externally managed, on a collective basis, by their AIFMs (an Italian SGR or other authorised management company).

The AIFM must manage the fund separately from its investors. It must act independently and in the sole interest of the investors of the fund. In particular, under Italian law, SGRs undertake with regard to the investors in the fund the duties and responsibilities of a fiduciary. The AIFM is responsible for the management of the fund, including having responsibility for all decisions to invest and divest the assets of the fund. Undue interference by the investors in the management of the AIF would jeopardise its legal and tax status.

The fund provides limited liability to its investors. The assets of the fund are separate and segregated from the assets of the SGR, the assets of other funds managed by the SGR and the assets of the investors in the fund.

Italian investment funds do not have separate legal personality, but are ‘contractual structures’ governed by their management rules.

The SGR drafts and approves the management rules of each fund. The management rules of ‘retail’ funds must also be authorised by the Bank of Italy, while the management rules of funds reserved to professional investors are simply communicated to the Bank of Italy following their approval by the SGR.

The management rules of a fund govern:

a the participation of the investors in the fund;

b the mutual rights and obligations of the SGR, the Depositary Bank and the fund’s investors;

c the subscription and redemption of the funds’ units;

d the types of securities and other assets in which the fund’s assets may be invested;

e the distribution of profits;

f the procedures for the winding up of the fund;

g the reporting requirements; and

h the replacement of the SGR in the management of the fund with another SGR.

The management rules of investment funds reserved to professional investors typically provide for the institution of specific bodies that represent the interest of the investors, such as a unitholders’ meeting and an advisory committee appointed by the investors in the fund. The advisory committee typically expresses its opinion on certain key matters relating to the management of the fund. The opinion of the advisory committee is generally non-binding, except in respect of conflict-of-interest transactions, and the approval of the initial business plan of the fund and its material amendments. The governance rights of the investor may not prejudice the requirement that the fund must be managed by the SGR autonomously from the investors.

The investor may decide to replace an SGR in the management of the fund with an alternative SGR, and the fund management rules may set out specific rules in connection therewith (e.g., grounds for replacement; notice period and termination indemnity resulting from the SGR being replaced; and thresholds for investors’ approval for the replacement of the SGR).

Tax regime

Italian real estate funds that comply with the aforementioned regulatory conditions benefit from favourable tax regimes for the purposes of income and transaction taxes. Note that such regimes may also apply with respect to funds run by a single investor provided the investor qualifies as an ‘institutional investor’ (as described below).

Tax regime of the fund

Italian real estate funds are not subject to corporate income tax and regional tax on productive activities. They are subject to VAT according to general tax rules, and the SGR is responsible for the fund’s VAT compliance. Funds are subject to municipal taxes with respect to any real estate held.

Tax regime of the investors

Unitholders of Italian real estate investment funds are subject to different tax treatment depending on their nature and residence, and on the size of their interest in the fund.

Italian-resident institutional investors10 (independent of the amount and value of the fund’s units held) and other investors owning units in the fund with a value no higher than 5 per cent of the overall value of the fund’s net assets are generally subject to an advance 26 per cent withholding tax on the proceeds distributed by the fund. This withholding tax is a final tax with respect to certain investors (e.g., individuals) and does not apply to others (e.g., other Italian investment funds).

Italian-resident investors other than institutional investors owning units representing more than 5 per cent of the overall value of the fund’s net assets are taxed on a look-through basis’ (i.e., the fund’s operating result is considered as attributed pro quota to the relevant investor and taxed accordingly, even if it is not distributed).

In terms of non-Italian-resident investors, the following are exempted from withholding tax: pension and investment funds located in a white-listed country, international entities and organisations established pursuant to international treaties, and national banks and similar entities.

Other investors are subject to a final 26 per cent withholding tax upon distribution (that could be reduced according to relevant double tax treaties).


i Legal frameworks and deal structures

Given the very limited size of the Italian public real estate market, Italian property transactions are mainly structured as direct property acquisitions (asset deals) or acquisitions of unlisted property companies. Below is a description of the current market practice for acquisition agreements of unlisted property companies (SPAs). Similar considerations apply to agreements for direct property acquisitions.

Deal certainty and risk allocation

Acquisition agreements typically afford sellers strong deal certainty protection, and there is generally strong resistance to any form of ‘outs’ such as material adverse change (MAC) conditions or finance outs.

Especially in the context of auction processes for attractive portfolios, the approach tends to be seller-friendly, including a limited scope of representations and warranties, seller-friendly limitations on liability and seller-friendly disclosure provisions (e.g., it is becoming common to permit full data room disclosure).

Closing conditions

As previously mentioned, MAC clauses are rarely included in property transactions as a condition to closing. There are statutory provisions giving walk-away rights if the transaction becomes ‘excessively onerous’, but financing is almost never a closing condition. Neither is it common to include a condition for general accuracy of the representations and warranties or covenants at closing.

Termination rights, even termination fees for the purchaser, are very rare. No show at closing by the purchaser will normally lead to claims for specific performance or damage claims.


Property transactions typically provide for an adjustment mechanism on the basis of closing accounts. Lock-box provisions are very infrequent, even in the context of private equity transitions.

Escrow arrangements

Escrow arrangements are not very common in property transactions. They tend to be used in situations where the creditworthiness of the seller is a particular concern for the buyer or where the seller wishes to limit the extent of any other post-closing recourse.

Warranty and indemnity insurance

Warranty and indemnity insurance is not common, but it is gaining ground. Lower premiums on warranty and indemnity insurance, and the improved scope and quality of cover available, have led to an increase in the use of such insurance as a method of risk allocation, especially in private equity deals.

Representations and warranties given at signing and closing

Is it common to have all representations and warranties given at both signing and closing. SPAs may include the ability to make disclosures between signing and closing to prevent the seller from being exposed to a fraud claim. Typically, the buyer would still be able to bring a claim for breach of warranty but not fraud.

Sole and exclusive remedy provisions

Property transactions typically include exclusive remedy provisions, limiting the buyer’s remedies to damages or indemnification only, rather than termination. Typically, exclusive remedy provisions do not include breach of covenant provisions.

Monetary and time limitations

Property transactions (both corporate and asset deals) typically include de minimis (mini basket) thresholds. In property transactions, these thresholds tend to be quite limited.

There is no clear prevalence between baskets as a tipping (first euro) or deductible (excess only) basket. The basket amount tends to be in the range of 1 to 2 per cent of the equity value.

It is very common to have a cap on the level of claim that a buyer can make. Typically, the cap applies to breaches of representations and warranties (with exceptions for fundamental representations and warranties (title, etc.) and, sometimes, for tax and environmental representations). Specific indemnities are often excluded from the cap (and uncapped or covered by their own cap). The typical range of the cap varies between 10 and 30 per cent of the deal value.

There is generally a time limitation of 12 to 24 months for general representations and warranties. There is also a statute of limitations for fundamental representations and warranties (title, etc.) and representations relating to tax and labour.

Covenants: interim conduct of business

Interim conduct provisions usually consist of a commitment not to perform certain specified actions without the buyer’s consent, plus a covenant to limit conduct in the ordinary course of business. Exceptions may be permitted in the form of specific carve-outs or materiality thresholds.

When a transaction is subject to prior antitrust clearance (this is not frequent for property transactions), any restrictions must be carefully designed so as not to trigger a change in control.

Choice of law and method of resolution

In general, domestic transactions are governed by Italian law if the properties are located in Italy. For pan-European deals, clients are increasingly willing to consider a law different from their own based on several factors:

a the location of the parties;

b the location of the target or properties;

c neutrality; and

d comparative advantages in the event of a dispute (e.g., treatment of damages or statute of limitation for claims).

Finance documents (except for local guarantees) are often governed by English law.

Arbitration is the most common option in cross-border deals, with administered arbitration being preferred. In domestic transactions litigation is predominant, but arbitration is fairly common, too. Mediation clauses are quite rare.

ii Financing considerations

Real estate financing is usually granted as a mutuo fondiario under Articles 38 et seq. of the Italian Banking Act,11 which provides for a special regime applicable to medium and long-term loans (i.e., loans lasting for at least 18 months and one day) granted by Italian banks or Italian branches of EU-passported banks and secured by a first-rank mortgage over the property. To qualify for the mutuo fondiario regime, the loan-to-value ratio of the loan (i.e., the ratio between the amount of the loan and the value of property subject to the first-ranking mortgage in favour of the lenders) must not exceed 80 per cent.12

From the lender’s perspective, the main advantage of structuring a financing as a mutuo fondiario is the higher degree of protection from the risk of insolvency of the borrower, as payments effected by the borrower under a mutuo fondiario are not subject to clawback actions under Article 67 of the Italian Insolvency Law;13 also, mortgages granted to secure a mutuo fondiario are not subject to clawback actions if registered in the relevant cadastral register at least 10 days before the declaration of insolvency of the mortgagor.14 From the borrower’s perspective, the main advantage of the mutuo fondiario is that, in the event of a delay in loan payments, the rights of the relevant lenders to accelerate the loan are subject to certain restrictions (i.e., broadly, the lender will be entitled to accelerate the loan if a payment delay occurs at least seven times).

If the loan does not qualify under the mutuo fondiario regime, it will be subject to the general provisions of the Italian Banking Law and the Civil Code concerning financing and related security.

The typical security package securing Italian real estate financing includes, in addition to the mortgage:

a the assignment by way of security (or pledge) of the receivables arising from lease agreements entered into in relation to the property and related guarantees securing the lessee’s obligations under the relevant lease agreements;

b a pledge over the bank accounts of the borrower (most notably the accounts into which the lease receivables of the borrower are to be paid);

c the assignment by way of security (or pledge) of the receivables arising from the interest-hedging agreements entered into in respect of the loan;

d the loss payee clause issued by the relevant insurer in respect of the property; and

e depending on the characteristics of the borrower, a pledge over share capital of the borrower or some form of parent company guarantee.

Since 2012, several legislative measures have been enacted to promote alternative lending activity in Italy. These measures have contributed to enhancing the lending market to include players other than banks as lenders. In particular, the direct lending market has been opened to Italian and EU AIFs and securitisation vehicles.

Direct lending by AIFs

Following the implementation in Italy of the Alternative Investment Fund Management Directive, receivables are eligible assets for investment by AIFs, including ‘receivables arising from financings granted out of the assets of the AIF’.

Decree-Law No. 18 of 14 February 2016 has amended the Italian Finance Act to introduce the following changes: Italian AIFs are now authorised to grant loans to borrowers (other than the retail public); and EU AIFs are authorised to invest in receivables in Italy and to grant loans, subject to conditions – a specific implementing regulation needs to be issued in this regard by the Bank of Italy.

The following conditions apply to direct lending for EU AIFs:

a authorisation is required by the home Member State regulator;

b the EU AIF may start operations only 60 days after the notification to the Bank of Italy;

c to operate in Italy, the EU AIF must have a closed-ended form and its operating model must be comparable with that of Italian AIFs;

d the risk management, concentration and leverage requirements of the home Member State must be equivalent to those applicable in Italy; and

e regulatory duties in Italy include notification to the Central Credit Register and application of Italian transparency provisions.

Direct lending by securitisation vehicles

Decree-Law No. 91 of 24 June 2014 (known as the Competitiveness Decree) has allowed Italian securitisation vehicles to grant loans to borrowers other than individuals and microenterprises. The relevant Bank of Italy implementing regulations were enacted in March 2016 and provide the following legal framework for direct lending by Italian securitisation vehicles: the borrower must be selected by a bank or a financial intermediary; the notes issued by the special purpose vehicle can only be underwritten by ‘qualified investors’; and the bank or financial intermediary that has selected the borrower must retain a significant economic interest in the transaction (i.e., at least 5 per cent) and must comply with the cash reserve ratio requirements.


There was a significant increase in real estate activity in Italy in 2016 and 2017, mainly driven by the continuing interest of foreign institutional investors in the Italian real estate market. This positive trend is expected to continue in 2018, thanks to the expectation of continuing low interest rates, with volumes driven by the arrival of significant property portfolios on the market from maturing funds, divesting pension funds, banks, and other institutional and private investors.

1 Alessandro Balp is a partner at BonelliErede.

2 Beni Stabili, IGD, Aedes and Coima.

3 The SIIQ regime also applies to the Italian permanent establishment of a foreign company established in the EU or an EEA Member State.

4 SIINQ shares are not listed on a stock exchange.

5 The 2 per cent per cent threshold is required for access to the SIIQ regime, but it does not affect the SIIQ’s status after election.

6 EU Directive 2011/61/EU of 8 June 2011.

7 Legislative Decree No. 58 of 24 February 1998.

8 These regulations include the Ministry of Economy and Finance’s Decree No. 30/2015, which sets out the general criteria applicable to Italian undertakings for collective investments; a Bank of Italy regulation of 19 January 2015 on the collective asset management rules; joint regulations issued by Consob (the public authority responsible for regulating the Italian financial markets) and the Bank of Italy on 29 October 2007; and regulations issued by Consob.

9 Article 1, Paragraph 1(k) of the Consolidated Financial Act.

10 According to Article 32, Paragraph 3 of Decree Law No. 78 of 2010, institutional investors are (1) the state and Italian public bodies; (2) Italian investment funds; (3) Italian social security entities; (4) Italian insurance companies, but only with respect to investments covering technical provisions; (5) Italian banks and financial entities subject to regulatory control; (6) entities listed from (1) to (5) above that are established abroad in a white-listed country; (7) private entities with mutualistic purposes and cooperatives resident in Italy; and (8) vehicles participated in for more than 50 per cent by one or more entities listed from (1) to (7) above.

11 Legislative Decree No. 385/1993.

12 See Article 38(2) of the Banking Act and implementing resolutions.

13 Royal Decree No. 267/1942.

14 While mortgages granted in respect of loans not subject to the mutuo fondiario regime are subject to a six-month – or one-year, depending on the circumstances – clawback period.