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Gala Dinner2015

Italy-America Chamber of Commerce

VOL. XV N. 32015

TRADEITALY

WITH

Italy-America Chamber of Commerce • www.italchamber.orgTrade With Italy

index VOL. XV N. 32015

3 Editorial: IACC President

4 Pal Zileri-Italian Renaissance 8 A Slowdown “made in China”?

10 Environmental Regulations Every Company Should Know

14 U.S. Financial Reporting Options

20 Maintain Your Brand Uptime

18 NOL Carryforward Limitations

22 INTERNATIONAL CONTRACT LAW, ROME

28 IACC PARTNER Profile: Ugo Pagliai

29 News From Chamber

32 Business News

35 IACC Industry Snap Shot USA Ceramic Imports

36 Board of Directors

Trade With Italy

Trade With Italy is published byThe Italy-America Chamber of Commerce

Executive Editor Franco De Angelis

Creative DirectionJohn Battista De Santis

Editorial ContentAlberto Milani, Franco De Angelis, Federico Tozzi, Alice Biagini, Giulio Viola,

Advertising Alice Biagini, [email protected] Errante, [email protected]: 212.459.0044

Italy-America Chamber of Commerce 730 Fifth Avenue, Suite 502 New York, NY 10019 Tel. (212) 459-0044 Fax (212) 459-0090 www.italchamber.org • [email protected]

Contents of this publication may not be reproduced in any form without prior written permission of the Italy-America Chamber of Commerce, Inc.

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5

Trade With Italy Italy-America Chamber of Commerce • www.italchamber.org

On September 22, 2015, a date of ut-most importance for the Italy America Chamber of Commerce (IACC), the Board of Directors held their third meeting of the current year during

which a substantial number of candidates were nomi-nated to the Board.

IACC President, Alberto Milani, and IACC Secretary General, Franco De Angelis, welcomed the newly ap-pointed board members who represent eleven major multi-national companies, such as KPMG, Telecom Italia and Unicredit.

The most recent meeting established a new direction and mission for the IACC, making the organization the ideal platform for the promotion of the Sistema Italia project. The participation of Deputy Consul Isabella Periotto, the Director of the Italian Trade Commission, Maurizio Forte, and Director of the Italian Cultural Institute, Giorgio Van Straten represents a collective effort to foster future collaboration among Italian institutions in New York, as well as a key component in strengthening the Sistema Italia.

Having presented the new, innovative marketing and communication strategy, the IACC will focus primarily on branding, digital communication, and increasing social media presence.

Training seminars and professional development pro-grams geared toward a variety of audiences will be pre-sented and become available in the near future.

“For 130 years, the Italy America Chamber of Commerce has played a fundamental role in the presence of Italian companies in the United States” - states IACC President, Alberto Milani - “the goal of the Board I represent is to continue with innovation and energy what has already been established in our magnificent history. The Italy America Chamber of Commerce is and will always be the home base for Italian companies in the United States.”

“All of initiatives we are developing - concludes Presi-dent Milani - will be useful in providing an even greater jump in growth for many Italian companies already present in the United States and will be essential in giving a direction and concrete strategy to those Ital-ian companies that would like to enter the American market for the first time which, as we know, is the most competitive in the world.”

Italy-AmErica Chamber of Commerce President, Alberto Milani

New York, NY Established 1887Italy-America Chamber of Commerce

editorial

New Board and New Direction for The Italy-America Chamber of Commerce

Creative designed and serviced by For questions, concerns or inquiries: Studio +1.818.932.0499 / 6732 Eton Avenue Canoga Park CA 91303 USA

Client: Maserati North America - Eric Sheiffer

Product: Ghibli15 “The Heart” (V1)

Creative: F.MNA_Ghibli15_TheHeart_TradeW/Italy_2015/16.pdf

Attention: Production Manager

Publication: Trade With Italy Color 4C

Publication 2015/2016 Trim: 8.5” x 11” (+ .125 inch bleed)

4.20.15F

From $69,800*

A unique expression of Italian design, Maserati Ghibli touches all of the senses, all at once. Its hand-stitched leather interior with an array of exclusive options redefines luxury in a sport sedan. Its powerful twin-turbocharged V6 engine with up to 404 HP delivers the unforgettable sound and thrilling performance that only comes from owning a Maserati. Discover the soul of the Trident.

2015 GHIBLI. EXCEPTIONAL STYLE AND EXHILARATING PERFORMANCEWITH AVAILABLE Q4 INTELLIGENT ALL-WHEEL DRIVE.

*Maserati Ghibli MY2015 base MSRP $69,800; Ghibli S Q4 MY2015 base MSRP $77,900. Not including dealer prep and transportation. Actual selling price may vary. Taxes, title, license and registration fees not included. ©2015 Maserati North America, Inc. All rights reserved. Maserati and the Trident logo are registered trademarks of Maserati SpA. Maserati urges you to obey all posted speed limits.

THE HEAD SAYSYES. THE HEART SAYSDEFINITELY, YES.

Schedule a test drive: maserati.us

Reboot for Pal Zileri: a daring design overhaul in place for autumn

Italian Renaissance

7


This is the story of a brand that is evolving.

After the Avant-Craft event which took place in January during the Milan Fashion Week and the an-nouncement of a brand new team

headed by the CEO Paolo Roviera, today the company is undergoing a moment of creativity and growth unlike any in its 45 years.

Under the experience and guide of the new CEO of the Americas Paolo Torello Viera the brand is now focusing its attention to the US market since its development is one of the top priorities for the men’s wear firm.

Last June another important and exciting step has been undertaken with the opening of the new Fifth Avenue showroom in Manhattan, a bright, modern, open space that is aligned with the brand vision.

The intention is to give the market an opti-mal experience of the new collections that embrace a contemporary language based on traditional Italian cultural roots whilst embrac-ing the Pal Zileri experimental vision. It is a concept consistent with the Pal Zileri com-mitment to the Americas and longstanding principles.

The brand originates from the principles of democratic tailoring that knows no limits. It was founded and developed in the Vicenza province, an area steeped in values and his-tory, home to the architectural oeuvres of Andrea Palladio, the workshops of goldsmiths and the distinctive taste of the Renaissance.

Since 2014 Forall Group has become part of Mayhoola for Investments, a Qatar based pri-vate company, and Arafa for Investments and Consultancies - (Arafa Holding - AIVC), a public company based in Egypt.

The “new life” of the brand follows a unique concept, the Avant Craft. A synthesis of fierce loyalty to cultural roots combined with an experimental avant-garde vision. The new PAL ZILERI establishes an equilibrium between skills apparent only in contra-position. Avant Craft is a concept encapsulated by this con-temporary approach to a timeless tradition.

It is starting from this craftsmanship that Pal Zileri is able and ready to redefine itself. Even today, every garment is entirely produced in Italy, either locally in the Quinto Vicentino manufacture or by a network of Italian arti-sans selected for their excellent workmanship.

by Pal Zileri

Italian

8

Trade With ItalyItaly-America Chamber of Commerce • www.italchamber.org

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That is due to the difficulty of the techniques utilized in the process to create Pal Zileri’s gar-ments, as for the technique of the canvassed suit which demands years of training and represents for the company a heritage of knowledge.

Still today, even if many operations are indus-trialized, the human contribution remains an advantage coherent with the highest parameters of the ‘Made in Italy’ distinction.

Starting with the same principles that Pal Zileri has always held – quality, tradition and craftsmanship – a new chapter is being written through use of innovative technologies to create an extremely diversified wardrobe where the silhouette of the new jacket and new suits form the backbone of the collection.

“We´re writing a new episode in our history – with a revitalized spirit, focused collections and great pride to be able to produce “Made in Italy”. The Autumn/Winter 2015 Collection – available in stores from August – is radically different from collections of the past, and there have been two levels of action: structural and aesthetic” de-clared the recently announced creative director, Mauro Ravizza Krieger. “Structurally we reviewed all the fits, focusing on a new balance of propor-

tions and working on the silhouettes. Then aes-thetically, the collection has been brought from a traditional and classical language to an urban and international one that merges sartorial as-pects with innovative fabrics and processes. We have also added an extremely masculine line of bags and shoes to the core business, perfect to wear with a slim-fitting suit”.

Apart from focusing on the US market, today the company’s business is tilted toward Europe, Rus-sia, Middle East.

Pal Zileri is redeveloping its distribution network, which today counts 30 directly operated, and 75 franchised stores and more than 500 multi-brands units. “We are chasing the quality of the locations and our store concept and not neces-sarily eyeing more doors” Paolo Roviera says.

In other words Pal Zileri will to move forward and to explore areas in which has yet to fulfill its potential has become real.

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11


By Dr. Harm Bandholz

A slowdown “made in China”?

Concerns about the health of the Chinese economy have sent shockwaves across financial markets during the summer. Repeated attempts by the Chi-nese government to prop up

the pace of growth have partly backfired as they only strengthened the fears of investors. Consequently, US global stock markets in late August have seen their worst selloff since 2011. But while there can be no doubt that China is indeed slowing down – possibly to growth rates that are perceptibly lower than the official 7% target –, that does not mean that the financial market panic has been justified. In particular, the US economy should be very well shielded from meaningful spillover.

As we all know, the US is a rather closed econ-omy. Exports of goods account for a mere 8.6% of total GDP. Of this already small number, only 7.3% go to China. That means that goods exports to China account for a “whopping” 0.6% of GDP, or about USD 120bn. To put that into perspec-tive: Nonfarm inventories rose about the same pace in 1H15, and US households spend three to four times as much on cars alone. Total consumer spending is even more than 100 times (!) larger than the exports to China.

Admittedly, this narrow focus ne-glects possible ripple effects of a Chinese slowdown on other coun-tries – notably Asian neighbors, but Europe will feel a moderate

impact as well. Moreover, as we have witnessed, financial market conditions might tighten across the globe if the Chinese growth engine sputters. But even under these conditions, the spillover from China to the US should remain very man-ageable. According to the OECD, a two percent domestic demand shock in China (coupled with adverse shocks to financial markets) would lower US GDP growth by around one quarter of a per-centage point per year. And without the financial market shocks, the impact would even be only half as much. That is barely more than a round-ing error.

The US is therefore unlikely to experience any major slowdown due to the rebalancing of growth in China. The excessive reliance of the economy on domestic demand, notably con-sumer spending, thus has a positive side-effect after all. It means that the US economy remains at the beginning of the global food chain. While its economy impacts the rest of the world, the effects from rest of the world on the US are manageable. That, however, does not mean that consumption-driven growth is a good thing in

general. To remain competitive over the long term, the US itself will have to rebalance its resourc-es away from consumers on to higher investment spending. That should prove to be a much bigger challenge for the US than current global headwinds.

Dr. Harm Bandholz, CFAChief US EconomistUniCredit Research

by John J. Jablonski

Five U.S. Environmental Regulations Every Company Should Know

13


Anyone doing business in the United States should be aware of a complex set of environmental statutes and regulations. The purpose of this article is to highlight the five most important statutes and discuss briefly how they oper-ate. The purpose of this is not to render legal advice or to provide a compre-hensive guide to environmental regulation in the United States, but rather to simply provide a brief overview of the more important environmental laws.

The Clean Water ActThe Clean Water Act, 33 U.S.C. § 1251 – 1387, is the primary federal statute that addresses water pollution in the United States. It establishes a number of programs designed to restore and protect the quality of our nation’s waters by eliminating the discharge of pollutants in the surface waters. There are a number of programs establi-shed under the Clean Water Act administered jointly by federal, state, and local agencies. The Act establishes a broad prohibition against the discharge of any pollutants by any person except as is in compliance with the Act’s permit requirements.

Pollutants are defined as “dredged spoil, solid waste, incinerated residue, sewage, garbage, sewage sludge, munitions, chemical waste, biological materials, radioactive materials, heat, wrecked or discarded equipment, block, sand, cellar dirt, and industrial, municipal and agricultural waste discharged into water.” In addition, materials that are characteristically acidic or toxic are banned.

The simple rule to follow is that nothing should be discharged into any water body of the United States unless the dischar-ger has examined the discharge in the context of the Clean Water Act and, if necessary, obtained a permit therefore.

Penalties for discharging of pollutants into the waters of the United States or for violating the terms, range up to $37,500 per violation per day. In addition, the government can impose orders to restore any damage that may have been done by the pollution, to correct the violation and to perform other work. Finally, in the event that the go-vernment determines that the pollution is more serious, the matter can be referred for criminal prosecution invol-ving potentially both prison time and criminal fines.

The Clean Air ActThe Clean Air Act, 42 U.S.C. § 7401 et seq., regulates air in three categories. First, new and existing sources of air pollution are reviewed and regulated to assure attainment and maintenance with ambient air quality levels designed to protect public health and welfare. Second, new sources of pollution that have not yet been regulated are subject to pre-construction review to ensure attainment of air quality standards. Third, specific pollution problems including acid deposition, hazardous air pollution, and visibility impai-rment are addressed and controlled.

Any operation which either currently maintains an air discharge or potential discharge is well advised to consult both environmental professionals, both engineering and legal, before operating or proposing to operate any air source. The regulations by which the air pollution permits will operate are complex and confusing. Further, the penal-ties for violation can be severe. Violation of the Clean Air Act, whether involving a discharge without a permit or violating permit limits on permitted discharge, can bring fines up to $37,500 per violation as well as orders to correct the viola-tion and to repair any damage done. Knowing violations or willful violations can result in a referral for criminal retribu-tion, potentially involving prison time and criminal fines.

Hazardous Waste — The Resource Conservation and Recovery Act (RCRA)The United States adopted a protective and innovative regulatory program for the management of hazardous waster. This RCRA law has given way to a comprehensi-ve national program that seeks to encourage resource recovery, high technology treatment, and secure long-term disposal of hazardous waste. RCRA is designed to provide “cradle to grave” control by imposing management require-ments on generators and transporters of hazardous waste and upon the owners and operators of treatment, storage, and disposal facilities. RCRA regulates hazardous waste as a subset of solid waste. Solid waste means any garbage, refuse, sludge, or other discarded material, including solid, liquid, semi-solid, or contained gaseous materials resul-ting from industrial, commercial, mining, and agricultural activities and from community activities. A solid waste is a hazardous waste if it exhibits one of four characteristics: ignitability, corrosivity, reactivity, or toxicity. Beyond that, the government has published three lists of hazardous wa-ste identifying chronically problematic chemicals. Anyone generating any of the hazardous wastes must do so only in accordance with the hazardous waste regulations. Those regulations require that each company characterize its waste stream so that the hazardous wastes are identified and separated from the non-hazardous waste. The hazar-dous waste must be shipped under a tracing manifest by a licensed hazardous waste hauler to a licensed treatment, storage, and disposal facility. Failure to identify and segre-gate hazardous waste, failure to use a proper transporter, failure to ship the waste to a proper facility, and failure

14


Withers Bergman LLP is an international law firm dedicated to the business, personal and philanthropic interests of high net worth individuals, their businesses, families and advisors.

• Corporate / Commercial• Investment Funds, Company

Taxation and Trusts• Litigation and Alternative

Dispute Resolution

• Intellectual Property• Employment• Non-profit organizations and

philanthropy• Real Estate

• Wealth Planning• Wills and Trusts• Tax• Art Advisory

www.withersworldwide.com

Corrado Manuali Head of US Italian Desk+1 212 848 [email protected]

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to maintain records of those activities can lead to severe penalties. The government may impose civil penalties of up to $37,500 per violation per day, and may issue orders to correct any condition caused by the chemicals generated by your company and can, in the event of a knowing viola-tion, refer the matter for criminal prosecution.

The Toxic Substances Control ActThe Toxic Substances Control Act (TSCA) 15 U.S.C. § 2601-2629, places on manufacturers responsibility to provide data on the health and environment al effects of chemical substances and mixtures, and it gives the government authority to regulate the manufacture, use, distribution and commerce, and disposal of chemical substances. The government has six tools by which it enforces this act.

The authority to require testing of chemicals that may pose a significant hazard or that are produced in substantial quantities and result in substantial human health or envi-ronmental exposure;

Pre-manufacture review of new chemical substances prior to their commercial production and introduction into the marketplace;

The authority to limit or prohibit manufacture, use, distribu-tion, and disposal of existing chemical substances;

Record keeping and reporting requirements to ensure that the government will continually have access to new infor-mation on chemical substances;

Export notice requirements that allow the government to inform foreign governments of shipments of chemical substances into their countries; and

Import certification requirements to ensure that all chemi-cal substances imported in the United States comply with the Act.

Consequently, before manufacturing any product or chemi-cal in the United States, it is prudent to determine whether or not that production involves raw materials or post-ma-nufacturing materials that are regulated by TSCA.

TSCA has civil enforcement divisions similar to other envi-ronmental statutes allowing the imposition of civil penalties of tens of thousands of dollars per violation per day and allowing the government to impose orders to correct these violations or harm caused by the violation of the TSCA.

In addition, TSCA provides criminal penalties of up to one year of imprisonment and up to $25,000 per violation per day for any “knowing or willful” violation of any provision of the Act.

The Federal Emergency Planning and Community Right-to-Know Act (EPCRA)EPCRA, 42 U.S.C. § 11001 et seq., requires businesses to submit information about a broad spectrum of potentially hazardous chemicals used in their facilities to federal, state, and local authorities and to the public. This Act was passed following the chemical releases in Bhopal, India, in 1984 and is designed to inform citizens and emergency respon-ders in the host community about what chemicals are stored and used in a manufacturing facility. The idea is that if the host communities are aware of what is stored within the manufacturing facilities, then in the event of a fire or explosion, the people will understand what protection is required, how to control the event, and how to prevent un-necessary injuries or death. Consequently, each company which stores chemicals must determine where its chemi-cals fall in the regulatory process and whether there exists a threshold planning quantity or reportable quantity of any chemicals located on site. If so, those chemicals, their lo-cation, and other information must be provided to federal, state, and local responders on an annual basis and be kept updated. Failure to do so may result in civil penalties, as with other environmental regulations, and orders to comply with EPCRA. Although there are no criminal penalties that directly apply to EPCRA, there are criminal penalties for failing to file the reporting forms and there are criminal penalties for falsely reporting information on those forms.

Avoiding RiskAny company proposing to do business in the United States, whether by the acquisition of an existing business or by the creation of a new business, is well-advised to carefully review its proposed activities in light of the above environmental laws. Although not discussed above, each of these five laws has complex regulatory support mechani-sms which usually require the services of an environmental engineer and an environmental lawyer. It is prudent to involve such professionals well in advance of making any commitment to do business in the United States, as com-pliance with the regulations supporting the above laws may form an important part of the business decision.

John J. JablonskiChair of Goldberg Segalla Environmental Practice Group. John started his legal career defending companies against CERCLA and state superfund cost recovery actions, including responding to investigations and lawsuits conducted by the Environmental Pro-tection Agency and New York State Department of Environmental Conservation. Over the years, John has defended enforcement proceedings and lawsuits related to hazardous waste sites, haz-ardous waste discharge, contaminated homes and businesses, toxic exposure, asbestos and silica exposure, industrial exposure, chemical spills, hazardous waste spills, and oil spills (including government oil spill fund recovery actions).

Withers Bergman LLP is an international law firm dedicated to the business, personal and philanthropic interests of high net worth individuals, their businesses, families and advisors.

• Corporate / Commercial• Investment Funds, Company

Taxation and Trusts• Litigation and Alternative

Dispute Resolution

• Intellectual Property• Employment• Non-profit organizations and

philanthropy• Real Estate

• Wealth Planning• Wills and Trusts• Tax• Art Advisory

www.withersworldwide.com

Corrado Manuali Head of US Italian Desk+1 212 848 [email protected]

IACC - CITIES - AD - Withers Bergman.indd 4 10/5/15 5:27 PM

by Salvatore A. Collemi, CPA

Know Your U.S. Financial Reporting Options

17


Among a myriad of complex financial ac-counting and reporting matters facing financial decision makers, accountants and auditors of small to medium-size privately held businesses in the United States, there is hope. U.S. generally ac-

cepted accounting principles (U.S. GAAP) is not the final word of financial reporting and disclosure. Over the last decade, financial statement preparers and users have sought practical solutions to provide high-quality financial reporting results without the complications of U.S. GAAP. Fortunately, alternative frameworks do exist. It’s just a matter of performing adequate due dili-gence to decipher which alternative financial reporting framework works best for you—and your clients.

OptionsLet’s explore the ins and outs of permissible U.S. alter-native financial reporting options:

Modified Cash Basis – A basis of accounting used toward cash receipts and disbursements that is not influenced by the financing of sales or purchases and is limited to reporting entities whose operations are relatively simple and without complexities that require significant modifications (i.e., recording of depreciation on fixed assets).

Tax Basis – A basis of accounting the reporting entity uses to file its tax return for the period covered by the financial statements. Typically, businesses that use this basis of accounting are for-profit organizations (e.g., small closely-held companies) for which conversion to U.S. GAAP would exceed the benefit, partnerships whose agreements require such basis, or not-for-prof-

its seeking relief from U.S. GAAP requirements.

Regulatory Basis – A basis of accounting used by the reporting entity to comply with financial reporting re-quirements of a regulatory agency to which the report-ing entity is subject. This is used by insurance compa-nies, credit unions, construction contractors, certain state and local governments, and some not-for-profits.

Contractual Basis – A basis of accounting used by the reporting entity to comply with an agreement between the entity and one or more third parties. Due to the unique aspects in a contract or agreement, it’s typical that interpretation is required with regard to measure-ment principles for the contractual basis.

Financial Reporting Framework for Small and Medium-Sized Entities (FRF for SMEs) – An optional reporting framework that accounts a reporting entity’s transac-tions according to their economic substance. The use of the historical cost approach is the primary basis of measurement; however, there are also similarities to the accrual income tax basis. For certain account-ing policy elections, the FRF for SMEs allows business owners the flexibility to select the policy that best suits financial statement user needs.

The FRF for SMEs does not define a small or medium-sized entity or set a size threshold to be considered an SME. The framework does provide a list (not all-inclu-sive) that indicates SME characteristics: (1) entity is not required to prepare U.S. GAAP financial statements; (2) entity has no plans to go public in the foreseeable future; (3) entity is for-profit (however, there may be some not-for-profit organizations that could use this

18


framework that are not affected by specialized guidance on contributions and net asset classifi-cations); (4) owners of the entity are involved in business operations; (5) there is no highly spe-cialized accounting guidance for the industry in which the entity operates; (6) there are no overly complex transactions; (7) there are no significant foreign operations; and (7) financial statement users have direct access to management.

Much of the guidance in FRF for SMEs is similar to U.S. GAAP. There are also significant differenc-es: (1) accounting for income taxes; (2) goodwill amortization; (3) accounting for and reporting of variable interest entities; (4) accounting for leases; (5) asset impairment; and (6) accounting for stock-based compensation.

International Financial Reporting Standards (IFRS) – A single set of accounting standards, developed and maintained by the International Accounting Standards Board (IASB) with the intention of applying on a global, consistent basis for both public interest entities and privately held companies. The American Institute of CPAs Council has charged the IASB with establishing in-ternational financial reporting standards that give AICPA members the option of using IFRS or IFRS for SMEs (see below) as a U.S. GAAP alternative.

IFRS for Small and Medium-Sized Entities (IFRS for SMEs) – A self-contained standard designed to meet the needs and capabilities of SMEs. Compared to the full IFRS, this is less complex because (1) topics not relevant to SMEs are omit-ted; (2) many of the accounting principles are simplified; (3) significantly fewer disclosures are required; and (4) the standard is updated every three years.

Deciding on a Reporting FrameworkSelecting a U.S. GAAP alternative can benefit both management and its accountants by providing more timely information at a lower cost, such as dealing with fewer measurement requirements. Remember, however, that the alternative finan-cial reporting framework must be accepted by the respective parties with whom management and the client are conducting business. When advising management or clients about the use of alterna-

tive financial reporting frameworks, accountants must have a clear idea about their users’ needs. For example, these entities are good candidates for modified cash basis or tax basis financial statements:

Small, closely held businesses with no third-party debt.

Entity’s creditors.

Owners and managers who are closely involved with the day-to-day business operations.

Business owners primarily interested in cash flows and transaction tax implications.

Accountants must carefully consider the issues below before advising management and clients about which framework to use:

Does the company have inventory? If yes, the cash basis may not work.

Is the company highly leveraged? If yes, financial institutions may require U.S. GAAP financial state-ments.

Are there outside investors? If yes, U.S. GAAP financial statements may provide desired infor-mation.

Does the company’s cash flow parallel its income and expenses? If yes, the cash basis may be ac-ceptable.

Does the company anticipate going public? If yes, the company will need a history of U.S. GAAP financial statements.

Was the company formed for tax purposes? If yes, the owners are probably interested in the tax effect of transactions. Thus, the tax basis would be acceptable.

Is the company subject to bonding requirements? If yes, most bonding companies require U.S. GAAP financial statements.

Salvatore A. Collemi, CPADirector at WeiserMazars. He is a member of the New Jersey CPA magazine Editorial Advisory Board. Contact him at [email protected] or 212-375-6552.

by David Markowitz

Brand Building Through Facilities Management

Are You Maintaining Your Brand UPtime?

21


Consider this...two stores on Madison Avenue. Both are selling stylish products to discriminating customers. In the first location, it’s a little too hot; the A/C isn’t func-tioning properly because it hasn’t

been serviced in quite some time. The carpets are a bit worn and dirty in spots. Outside, the sign on the storefront is not working properly.

The other store is considerably more crowded. The environment is more inviting, it’s more comfortable for its customers and everything is working properly. Most importantly, this store is seeing much greater foot traffic and revenue.

Beyond the obvious, why is the second store proving to be more successful. The answer may surprise you. This store’s management is focused on ‘brand uptime.’ What’s brand uptime? Simply, it’s the process of ensuring that all aspects of a location’s environment support and deliver on the brand promise. And with most brands, this brand uptime means deliver-ing an exemplary customer experience, from walking into the location to a customer’s next day perception of the company - good, bad or otherwise.

Maintaining Your Brand With TechnologyAnd how is brand uptime maintained? Today, leading retail, restaurant and other multi-loca-tion companies use facilities management soft-ware technology to ensure that their locations’ conditions are operating at 100%.

Many brands use web and mobile-based appli-cations to manage all the repair & maintenance work performed at their locations as well as their planned and on-demand service requests.

Without such tools, it can be virtually impossible to ensure all work is performed on-time and cost-effectively, while meeting compliance and brand standards.

Brand uptime is a new way to think about your physical infrastructure and the impact it has, positively or negatively, on overall company per-formance. Infrastructure and how it’s perceived, whether or not it’s an accurate perception, di-rectly leads to how a customer experiences your brand. And that experience correspondingly has a direct and quantifiable impact on corporate results.

Why Is Brand Uptime So ImportantTo your customers and, as important, potential customers, your brand in many ways is simply the physical aspect of your company that they directly experience. It’s where they have a one-on-one relationship with your brand. Sure, there’re global ad campaigns, carefully crafted messaging, beautifully designed logos and the rest. But it’s often the positive physical manifes-tation of your brand that actuallybrings people into your store, restaurant or location; keeps them there; drives them to purchase even more than they anticpated and importantly, has them refer you to their friends and come back to make repeat purchases.

The flip side is that flaws in that physical im-pression will deter people from your location, minimize time spent and their dollar spend if they’re there, and again most importantly, can lead to them bad mouthing your presence to friends - and the world - via a multitude of social media channels.

Today, chains to boutiques - anyone with physi-

22


cal locations - realize the importance in projecting a consistent and positive brand image to their customers. From lighting and cleanliness to HVAC and exterior landscaping, how you ‘touch’ the customer can be as critical to your brand and its value as multimillion promotional or ad cam-paigns or even product quality and selection.

The right appearance is a major factor in achiev-ing customer satisfaction and can determine if a customer even enters your location - or your competitor’s. In fact, companies that neglect maintenance for example, will find that even superior product quality and pricing won’t over-come the negative impact of a poor experience in a customer’s eyes.

What Impacts Brand UptimeAlmost anything can potentially become a brand impacting problem, such as:

• Faulty or broken equipment

• Closed locations or promoted good and services unavailable

• Unscheduled or missed maintenance requests

• Uncomfortable or non-functioning environmen-tal services, lighting, HVAC, etc.

• Non-compliant or unsafe customer environments

Infrastructure flaws leading to problems like these can severely impact how customers view your brand, even after issues are resolved, and thus impact their future consideration and purchase decisions. The ramifications on the bottom line from such brand-related behavior change can be substantial.

So, How Can I Guarantee Uptime For My Brand?Responsibility for maintaining stores/other loca-tions and ensuring proper operations has typically been the purview of Facilities Management (FM) departments, though other groups like Opera-tions, Procurement, Real Estate among others all have a stake in supporting brand uptime. That’s why most companies see an array of users across their organizations benefiting from FM technology.

But how can you be in a position to guarantee brand uptime through FM technology? Most important, visibility is paramount. As is said, you can’t improve what you can’t measure. It’s critical to have insight as to the state of all your physical assets, active service orders, level of contractor compliance, problem resolution metrics, outlier locations, etc. Today’s systems can provide just that requisite level of visibility, and lead to signifi-cant cost savings (up to 20% of repair & mainte-nance spend).

Using technology to support processes and pro-cedures to effectively respond to issues as they arise, proactively maintain equipment on sched-ule as necessary and have the business intel-ligence tools to cost effectively monitor all your operations is critical. Only by being in a position to maintain a smooth running physical infrastruc-ture can you ensure your brand uptime - and your company’s performance.

David MarkowitzSenior Director, Product MarketingServiceChannel

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NOL Carryforward Limitation after Owner Change

by Giuseppe Brusa, CPA

25


We are lately experiencing an increase in the request, on behalf of Italian Corporations, for merger and acquisition of companies created in the US Domestic market; the prolonged

recession has caused many commercial companies to incur a Net Operating Loss and the tax benefit that this may trigger becomes appealing to potential buy-ers; this generates tax related issues that need to be considered and solved.

The complexity of IRC Codes, especially in sophisticat-ed acquisitions, mergers and combinations, contra-dicts the false myth that the USA is an “easy country”, as per Tax regulation.

The numerous and various transactions that lawyers and businessmen put together in a very sophisticated and advanced financial business environment such the US, forced the legislators to reach an equal stan-dard of sophistication and prevention in eliminating tax loopholes in the tax code.

In the process of merger or acquisition, target compa-nies often have significant net operating losses that neither should be overvalued by the purchaser nor undervalued by the seller.

One of the main issues to be taken on account is the effect of Section 382 of the Internal Revenue Code: Section 382 was intended to prevent acquisitions of loss corporation stock that would result in the acquir-er profiting from the use of tax attributes of the loss corporation.

Lacking Section 382, acquirers could use the loss corporation’s tax attributes by first getting the stock of the loss corporation and then either contributing income-producing assets to the loss corporation or diverting income-producing opportunities to the loss corporation. Section 382 and its regulations contain complex mechanical rules designed to track the purchase of loss corporation stock by new sharehold-ers who were not owners of the loss corporation at the time that the tax attributes were generated to determine whether or not an ownership change has occurred and the tax attributes should be limited.

We would like to give here an easy reference on Section 382 –“Limitation on NOL carryforward after owner change”.

For deals in which there is not a step-up for tax pur-poses, such as a stock acquisition without a Section 338 election, the target’s NOLs may be used by the acquirer in future years subject to limitation under In-ternal Revenue Code (IRC) Section 382, which severely restricts the use of acquired NOLs following a change in ownership.

Since NOLs may be one of a target company’s most

desirable features, the structure of a transaction may be dictated by the target’s tax attributes. The Con-gress created Section 382 to prevent acquisitions of companies with substantial NOLs solely to reduce the buyers’ taxable incomes, without any valid business purpose whatsoever other than tax avoidance.

Section 382 is triggered when a change in ownership occurs, defined loosely as an increase in ownership interest of at least 50% by shareholders owning 5% or more of the target’s stock, over a 3-year period.

Section 382 imposes an annual limit on the use of NOLs in the hands of the acquirer equal to the mini-mum of:

• The market value of the target’s stock multiplied by the long-term tax-exempt rate

• Taxable income of the combined company

• The amount of unused NOLs remaining

The long-term tax-exempt rate for ownership changes in any given month is the highest of the adjusted federal long-term rates for that month and the prior two months.

For deals in which there is not a step-up for tax pur-poses, such as a stock acquisition without a Section 338 election, the target’s NOLs may be used by the acquirer in future years subject to limitation under In-ternal Revenue Code (IRC) Section 382, which severely restricts the use of acquired NOLs following a change in ownership.

The buyer must identify the post-transaction period over which it may utilize the target’s NOLs subject to limitation under Section 382 in determining the price it is willing to pay for the target, since NOLs that expire be-fore use are worthless. This period is the minimum of:

• The remaining life of the NOLs

• The NOL carry-forward divided by the Section 382 limitation

• 20 years

For example, suppose that the target has $20 of NOLs that expire in 6 years. A buyer acquires all of the tar-get’s stock for $40, and the long-term tax-exempt rate is 5%. The annual limitation on the use of the NOLs is $40 × 5% = $2. So, the combined company can only utilize to 6 × $2 = $12.

As the recession retreats and new businesses start looking into new opportunities in the US market, the acquisition of an already established NOL corporation becomes more and more appealing; to fully benefit of the tax advantages the process must be carefully planned and studied.

Giuseppe Brusa CPAG.C. Consultants, Inc

by Richard L. Mattiaccio

A RENAISSANCE IN INTERNATIONAL CONTRACT LAW HAS BEGUN IN ROME

27

Trade With Italy Italy-America Chamber of Commerce • www.italchamber.org

A quiet transformation has taken place on the Via Panisperna. Experts in the law of business-to-business contracts from around the world have gathered to develop a clear statement, based

on broad international consensus, of the gen-eral legal principles that are most appropriate in cross-border agreements.

The stately Villa Aldobrandini serves as the seat of the International Institute for the Unification of Private Law (UNIDROIT), an independent intergovernmental organization established in the 1920’s to study and develop methods for modernizing, harmonizing and coordinating private law and to formulate uniform law in-struments, principles and rules to achieve those objectives.

UNIDROIT’s working groups have developed international conventions, protocols and guides related to such practical topics as Agency, Fac-toring, Franchising, Leasing, Security Interests, and Transport for the benefit of companies, financial institutions and individuals engaged in international commerce around the globe. Information about UNIDROIT and its many projects and activities in private international contract law can be found on its website: www.unidroit.org.

The UNIDROIT project with perhaps the great-est potential for broad impact on international business is the publication of the UNIDROIT Principles of International Commercial Con-tracts, frequently referred to more simply as “the UNIDROIT Principles” or “the Principles,” or “UPICC.”

The significantly expanded version of the Principles published in 2010 is now available in sixteen languages. The Principles address broadly and in relatively clear language nearly every area of law related to private business-to-business contracts. Topics covered include,

for example: how to form, modify, and interpret contracts; changes in circumstances that may cause hardship and excuse complete perfor-mance; approaches to dealing with the other side’s non-performance; how to determine whether terminating a contract may be justi-fied; quantifying damages; the assignment of rights and transfer of obligations to other parties; and allocating liability when more than one party has assumed responsibilities under a contract.

The Principles are not binding on parties to a commercial agreement unless the contracting parties expressly provide in their contract that the Principles are part of the governing law or are incorporated as additional contract terms. UNIDROIT supplies model contract clauses to illustrate some of the ways in which the Prin-ciples may be incorporated into international commercial agreements. See http://www.unidroit.org/instruments/commercial-contracts/upicc-model-clauses

The UNIDROIT Principles are also having an im-pact on the development of national law both in countries with developed commercial law and in countries with developing legal systems. Perhaps this is the case because the Principles are more clearly stated than traditional national laws and they represent years of work by teams of legal scholars who come from many differ-ent legal and business cultures and are assisted by practicing attorneys invited to attend and actively participate in the conferences, and exchange of drafts between conferences, as “Observers.”

Russia, China, Estonia and Lithuania have drawn from the UNIDROIT Principles in adopt-ing their commercial laws. Germany and France have taken the Principles into account in recent reforms of certain aspects of their commercial laws. OHADA, the Organization for the Har-monization of Business Law in Africa, recently

The UNIDROIT Principles of International Commercial Contracts

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© 2015 BDO USA, LLP. All rights reserved.

Accountants and Consultants www.bdo.com

BDO provides assurance, tax, financial advisory and consulting services to a wide range of publicly traded and privately held companies. We offer a sophisticated array of services and the global capabilities of the world’s fifth largest accounting and consulting network, combined with the personal attention of experienced professionals.

Ross Rizzo, Partner212-404-5528 / [email protected]

BDO USA, LLP100 Park Avenue, New York, NY 10017

“We’re bringing in BDO. The partner’s already on it.”

People who know, know BDO.SM

NYC-IACC ad 4-15.indd 1 4/22/15 3:59 PM

requested assistance from UNIDROIT in the preparation of a uniform contract law. See Bonell, “The UNIDROIT Principles 2010: An International Restatement of Contract Law,” Session Paper, Georgetown Center for Transnational Business and the Law, October 28, 2011 Symposium.

The transnational approach and clear, general language of the UNIDROIT Principles also ap-peal to arbitrators in international cases and to domestic courts that look for guidance in dealing with often unfamiliar characteristics of cross-border contracts. See Eleanora Finazzi-Agrò, “The Impact of the UNIDROIT Principles in International Dispute Resolution: An Empirical Analysis,” Uniform Commercial Code Law Journal, December 2011. See also the decisions collected by M. Joachim Bonell, Reporter for the UNIDROIT Principles and Professor of Law Emeritus at La Sapienza, available at www.unilex.info.

Contracting parties reflexively prefer, of course, to incorporate into their contracts the law and legal forum or arbitral rules with which they and their attorneys are most familiar. At the same time, commercial parties rarely are willing to walk away from a good deal because the other side insists on applying its national law to the contract. In those circumstances, compromise usually is more satisfying than capitulation. Com-mercial parties around the world now consider

the incorporation of the UNIDROIT Principles, supplemented by a contracting party’s national law or other international conventions, as a pos-sible form of compromise. When attorneys take the time to review the UNIDROIT Principles and compare them to the complex and not-always-fa-vorable alternative of applying national domestic law (even one’s own domestic law) to govern an international commercial relationship, they may find the UNIDROIT Principles to be a practical and attractive alternative.

Richard L. MattiaccioPartnerSquire Patton Boggs (US) LLP30 Rockefeller PlazaNew York, NY 10112212 872 9858 • [email protected] Mattiaccio is a partner in Squire Patton Boggs (US) LLP, a global law firm with 44 offices in 21 countries. He served as an Observer to the 2010 UNIDROIT Principles Working Group and has 30 years of experience as counsel to U.S. and Italy-based companies in connection with business-to-business contracts and resolution of contract and intellectual property disputes in arbitration and me-diation and in court. He is also an experienced arbitrator and a Fellow of the College of Commercial Arbitrators. In February 2015 he moderated a six-city conference on the UNIDROIT Principles featuring Italian, French, German, U.S. and Argentine participants in the 2010 UNIDROIT Principles Working Group speaking from conference loca-tions in New York, London, Paris, Frankfurt and Wash-ington DC. YouTube excerpts are available for viewing at www.ciarbny.org.

UNIDROIT Article 5.1.4 - (Duty to achieve a specific result. Duty of best Efforts)• To the extent that an obligation of a party in-

volves a duty to achieve a specific result, that party is bound to achieve that result.

• To the extent that an obligation of a party involves a duty of best efforts in the perfor-mance of an activity, that party is bound to make such efforts as would be made by a reasonable person of the same kind in the same circumstances.

UNIDROIT Article 6.2.1 (Contract to be Observed)• Where the performance of a contract be-

comes more onerous for one of the parties, that party is nevertheless bound to perform its obligations subject to the following provi-sions on hardship.

UNIDROIT Article 2.1.15(Negotiations in Bad Faith)• A party is free to negotiate and is not liable

for failure to reach an agreement.

• However, a party who negotiates or breaks off negotiations in bad faith is liable for the losses caused to the other party.

• It is bad faith, in particular, for a party to enter into or continue negotiations when intending not to reach an agreement with the other party.

UNIDROIT Article 6.2.2(Definition of Hardship)• There is hardship where the occurrence of

events fundamentally alters the equilibrium of the contract either because the cost of a party's performance has increased or be-cause the value of the performance a party receives has diminished, and

• the events occur or become known to the disadvantaged party after the conclusion of the contract;

• the events could not reasonably have been taken into account by the disadvantaged party at the time of the conclusion of the contract;

• the events are beyond the control of the dis-advantaged party; and

• the risk of the events was not assumed by the disadvantaged party.

© 2015 BDO USA, LLP. All rights reserved.

Accountants and Consultants www.bdo.com

BDO provides assurance, tax, financial advisory and consulting services to a wide range of publicly traded and privately held companies. We offer a sophisticated array of services and the global capabilities of the world’s fifth largest accounting and consulting network, combined with the personal attention of experienced professionals.

Ross Rizzo, Partner212-404-5528 / [email protected]

BDO USA, LLP100 Park Avenue, New York, NY 10017

“We’re bringing in BDO. The partner’s already on it.”

People who know, know BDO.SM

NYC-IACC ad 4-15.indd 1 4/22/15 3:59 PM

30


Trade with Italy magazine from time to time will feature articles on busi-ness partners of the Chamber. These are companies or individuals with whom the Chamber has maintained a long lasting relationship in order to promote and market Italian products in the US markets.

Ugo Pagliai was born in Cutigliano, on the Appennini Mountains, close to the city of Pistoia, May 23rd1952.Since his childhood he felt in love with nature and his relationship with the rural world is very strong.He moves to the city of Pescia, to follow his studies in Oenology and in 1972 he graduated Perito Agrario Enotecnico from the technical school “D.Anzillotti”. In 1974 he get professional registration to the commit-tee of Agronomist “ Collegio Professionale dei Periti Agrari e Periti Agrari Laureati di Firenze” and start his adventure in the world of wine making.In 1976 Azienda Agricola San Vincenti (Gaiole in Chian-ti) is the first winery for Ugo and he will work there for 9 years. In this first part of his experience, he looks more to the agronomist aspects of the production, working directly on the fields and taking care of the crops, vineyards and olive groves.He also project and builds new Vineyards to improve the production of the Estate.Anyway, after a short time, he feels increasingly at-tracted by the wine making, transforming the grape, ageing the wines, etc.

IACC PARTNER Profile: Ugo Pagliai Cooperative Winery of Castelli del Grevepesa S.C.A.,

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30

The Italy-America Chamber of Commerce is proud to include these companies among it’s news members. The IACC represents the interests of companies that have, or are interested in establishing, business relations between the U.S. and Italy, as well as com-panies interested in expanding business contacts through our network of members.

The Chamber is accredited by the Italian Ministry for Foreign Trade, is a member of Assocamerestero, the Association of Italian Foreign Chambers of Commerce, and is affiliated with the U.S. Chamber of Commerce.

IACC’s New Members:

NEWS FROM THE CHAMBER

IM Group

Alessi USA Inc.

Allos Consulting

Anastasio Architects PC

Bank of the West

Carlton Fields Jorden Burt

Coevent LLC

Deutsche Bank

Eccofeed

Engineering Group Associatesr

Fabiani&Company

KPMG

La Villetta Ristorante

Made in Italy Awards

Manhattan Chamber of Commerce

Migreat - General Member

PACS Architecture

Service Channel

Schnader Harrisn Segal & Lewis LLP

TD Ameritrade.com

Toy Watch USA

Quintet Partners

Urbani Truffles USA Corp

Workhorse Restaurant Corporation

Yoox Group

32


Celebrating the half-century mark: Foa and Son Corporation

Celebrating the quarter-century mark:Bernard Herold & Co., Inc

Cantoni ITC USA, Inc.

Central Holidays

D. Grosser and Associates

Lavazza Premium Coffee Corp.

Telecom Italia Group Sparkle of N.A.

Valentino USA, Inc.

In tribute to the Italy-America

Chamber of Commerce’s

continuity and growth, the

Chamber is privileged to

present seven Twenty-Five

Year Membership Awards

and one Fifty Year Member-

ship Award at this year’s

Gala on November 6th.

Italy America-Chamber of commerce

2015 Member Anniversaries

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Member Anniversaries

Founded in 1972, Central Holidays - part of the Sakkara Group International - offers superior travel programs, value and service to enchanting destinations throughout the World with particular attention to Italy plus dozens of Mediterranean and European River Cruise itineraries and world-wide Ski programs. The Company’s broad range of travel offerings includes: Escorted Motor coach Tours, Hosted Tours, Independent packages, Fly & Drive, Cruise & Land, car rentals, and fully custom-ized itineraries for individuals and groups.

Central Holidays also creates and delivers travel programs tailored to niche interests, such as cook-ing classes in Italy, wine and art tours, plus vaca-tion rentals including castle and villa accommoda-tions. The entire Central Holidays staff – from their headquarters team in the United States, to their of-fices in Italy, France and UK and expert destination management staff throughout Europe – is commit-ted to delivering the highest standard of excellence in service. The Company’s superior level of repeat travelers is testimony to their dedication to quality and service.

Gianni Miradoli is the chief executive officer of Central Holidays Travel Group, a travel and tour-ism industry veteran with 35-plus years in the field where he has served in management and consul-tant positions for European travel and tour pro-grams and has gained expertise in resort and hotel Operations.

Donato Grosser is the founder and president of D. Grosser and Associates, Ltd. of New York. Born and raised in Milano (Italy), Mr. Grosser earned a B.A. in Economics from the University of Jerusalem and an MBA in Management from New York Uni-versity. After a year at Unilever in Milan, Mr. Gross-er moved to the United States. From 1980 through 1984 he was director of promotional programs for the ceramic tile and marble industries at the Italian Trade Commission in New York City.

D. Grosser and Associates, founded in 1984, provides international clients with specialized as-sistance in entering and increasing their presence

in the American market. Mr Grosser is also is a specialist in FDA regulations and has published a guide for Italian food exporters to the US. For over 30 years Mr. Grosser has been the U.S. consultant for the Italian trade association of the ceramic tile industry. He has also designed and given hundreds of seminars in Italy to exporters, as well as to vari-ous trade professionals in the U.S.

Donato Grosser, advised hundreds of Italian manufacturers and authored numerous articles in trade publication. He has been recognized by the Verona Trade Fair for the promotion of Italian mar-ble in the U.S, by Interior Design Magazine and by the Tile Contractors Association of America for his promotional activities. In 2014 he was named “Man of the year” by the Tile Council of North America (2014). Mr. Grosser is an Executive Board member of the Ceramic Tile Education Foundation.

Established in Rome in 1962, Valentino fashion house is one of the highest expressions of couture savoir faire and the excellence that has made Ital-ian products famous worldwide.

The ateliers in Palazzo Mignanelli, the company’s historic headquarters in the heart of the Eternal City, are where creativity and expertise meld in search of timeless elegance. Lightness, grace, and precious delicacy are in the DNA of Valentino.

Maria Grazia Chiuri and Pierpaolo Piccioli have been its Creative Directors since 2008. Condensed and simplified, the fashion house’s iconographic legacy has been reinterpreted and recontextual-ized. Now Valentino is contemporary. Heritage and style blend in its future-oriented concept that is rich in memories but never nostalgic.

That same concept is the spatial leitmotif for the stores that were restyled by architect David Chipperfield. Tradition and modernity define the spaces that have a calm, solemn air: the perfect settings for collections with timeless modernity.

Carmine Pappagallo is the C.F.O. of Valentino USA and serves on the IACC Board of Directors as Treasurer.

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Italian retail and real estate development company Percassi has signed on as franchising partner for Victoria’s Secret in ItalyVictoria’s Secret plans to open its first Italian boutiques this year where cus-tomers can shop for fragrances, bath and body products, small leather goods, travel accessories and a selec-tion of lingerie. Victoria’s Secret currently has sales points at several airport locations, including Linate and Malpensa.Victoria’s Secret is part of L Brands, which is listed on the New York Stock Exchange.Percassi — founded in 1976 by Anto-nio Percassi — is known for its beauty brands Kiko Milano and Madina. Percassi has experience working on local retail development with Gucci, Ferrari, Swatch.

Zero Motorcycles Enters Italian Market Leading Electric Motorcycle Company Sees Opportunity in Eu-rope’s Largest Motorcycle MarketSANTA CRUZ, Calif., Zero Motorcycles, the global leader in the electric motorcycle industry, announced that its complete line of 100% electric mo-torcycles is coming to Italy. Detailed information-including specifications, pricing and demo ride scheduling-is available on the company’s newly launched Italian website at http://www.zeromotorcycles.com/itZero has been laying the groundwork for its expansion into what export.gov cites as Europe’s largest market for motorcycles over 50cc. “This is a vital step forward in our plans to expand global availability of Zero Motorcycles and an extension of our popular-

ity throughout Europe,” said Chief Executive Officer Richard Walker. “The Zero brand is particularly strong in Germany, Switzerland, Scandinavia and The Netherlands, and we are see-ing strong demand in Italy,” Walker continued.“With premium componentry on the 2015 motorcycles and increased manufacturing capacity at our Califor-nia headquarters, we are excited to offer our cutting-edge products to a country that is rich in motorcycle his-tory and vital to the sport,” said Um-berto Uccelli, managing director of Zero Motorcycles Europe. “Our motor-cycles appeal to discerning customers in Italy. Beyond innovative products, we are making investments to support our growing customer base.”Zero intends to strategically expand its Italian network and has already appointed its first dealer. Located in the heart of Milan, E-move.me is an e-mobility retailer at Via Santa Maria alla Porta, 11 - 20123 and led by Thierry Boch. In addition to sales and service of Zero motorcycles, E-move.me offers rentals.“Thierry and his team at E-move.me truly believe in our technology and know that encouraging riders to go for a test ride-or rent a Zero motorcy-cle for the weekend-is the best way to help them experience the advantages of 100% electric power,” said Josef Morat, country manager for Zero Motorcycles Italy.

The export of Prosciutto di Parma, an Italian dried ham, has grown over the past year despite the difficult economic situation. It did ex-perience a drop in its home market, Italy, however.

The export of this local produce grew 3.5 % in 2014, with international turn-over reaching 250 million euro, equal to 2.6 million pieces of Prosciutto di Parma. Especially its non-European markets performed well, with a 12.5 % increase in the United States and 8 % in Australia. The European market grew 1.3 %.Italian turnover dropped 3.2 % in 2014, while the entire raw ham market dropped 8.9 %. Even the Prosciutto di Parma did not manage to escape the economic reality and dropped 6.1 %, which is still better than the national average.74 million packages of sliced Pro-sciutto di Parma were sold, up 2 %. A quarter of these were sold in Italy, while the remainder of Europe bought 58 %.Palo Tenara, chairman of the Pro-sciutto di Parma Syndicate is satisfied with the results and says an increas-ing number of restaurants all across the world have placed the item on their menu.

Acquisition Finalized, Interna-tional Game Technology (IGT) Begins Trading on Wall Street. Italian gaming giant GTECH has completed the merger with US group IGT and the new company, a leader in the regulated segments and channels from Gaming Machines and Lotteries to Interactive and Social Gaming, was rewarded with a positive debut on Wall Street.Now, the Italian company whose cor-porate headquarters is in London and has operations in Rome, Las Vegas and Providence, R.I., is the leading end-to-end global gaming company operating on multiple platforms.

IACC Secretary General, Franco De Angelis, provides

BUSINESS NEWS news and new developments from the local business community.

35


Kedrion Continues Global Expansion With Dedication Cer-emony at United States Facil-ity. Biopharma Company Celebrates With Local Guests and Dignitaries in Melville, New YorkKedrion, an international company specializing in the development, production and distribution of plasma-derived products, celebrated with local guests and dignitaries at a dedication ceremony for its facility in Melville, New York.Among the nearly 150 attendees were Italian Consul General Natalia Quintavalle, New York Assemblyman Chad Lupinacci; New York Giants Defensive Back Josh Gordy, PPTA President Jan Bult, and family of the late Dr. Vincent Freda, co-developer of the first commercially available anti-D immune globulin. The program also included a presentation of funds raised by Kedrion to support Holy Name Medical Center in Teaneck, New Jersey. “I am pleased that Kedrion expanded its operations in Melville, and firmly established itself as an important part of our community,” stated New York Assemblyman, Chad Lupinacci.“Kedrion is a great addition to the local economy, and it’s very exciting that they chose to open their high-tech manufacturing facility in Mel-ville,” said Howard Zemsky, President, CEO and Commissioner of Empire State Development. “The work done at this plant will create and retain 180 jobs...it’s a huge win for Long Island.”In 2013, Empire State Development awarded Kedrion $1.5 million in performance-based Excelsior tax credits to assist with infrastructure and capital costs. The support for the project was recommended by the Long Island Regional Economic Devel-opment Council.“We started our activity in the United States of America eleven years ago, opening three collection centers,” stated Paolo Marcucci, Chairman and CEO of Kedrion. “Then in 2011, we reinforced our presence with the ac-quisition of the United States facility. The growth of Kedrion in this country has been constant and significant year by year so that, in 2014, one third of our revenues came from the USA,

which has become our company’s largest market.”A state-of-the-art production line for the manufacturing of anti-D immu-noglobulin was recently completed at the Melville facility. Kedrion is an international company established in Italy in 2001, that col-lects and fractionates blood plasma to produce and distribute in more than 100 countries worldwide plas-ma-derived therapeutic products for use in treating and preventing serious diseases, disorders and conditions, such as hemophilia, immune system deficiencies and hemolytic disease of the fetus and newborn. The company places a high value, not only on the welfare of those who benefit from its products, but also on the people and communities where it operates.Kedrion Biopharma Inc., theUS subsidiary of the Italian parent com-pany Kedrion, is headquartered in Fort Lee, New Jersey.

Krispy Kreme and Massimo Zanetti Beverage USA An-nounce Coffee Licensing Agreement Krispy Kreme, a global retailer of sweet treats and comple-mentary beverages, and Massimo Zanetti Beverage USA , a leading roaster of proprietary and private label coffee, tea and drink mix, an-nounced a multi-year licensing agree-ment to roast and distribute Krispy Kreme® Coffee for grocery, mass merchants and club stores.Per the agreement 12oz branded bags of Krispy Kreme ground coffee in Smooth, Decaf, and Rich blends are now available for purchase at fine re-tailers throughout the United States, and online at Amazon.com and soon at ShopMZB.com.Massimo Zanetti Beverage USA is among the nation’s largest coffee roasters, with nationally recognized retail brands including Chock full o’Nuts®, Hills Bros.®, Segafredo Zanetti®, MJB®, and Chase & San-born®. Massimo Zanetti Beverage USA is part of the Massimo Zanetti Beverage Group, the world’s largest privately owned coffee group com-prised of 40 companies operating in over 35 countries. Krispy Kreme is a global retailer of

premium-quality sweet treats, includ-ing its signature Original Glazed(R) doughnut. Headquartered in Win-ston-Salem, N.C., the Company has offered the highest-quality doughnuts and great-tasting coffee since it was founded in 1937. Krispy Kreme has more than 1,000 retail shops in 24 countries around the world.

Italy-based Provides Metalmec-canica Srl, a leader in the heat exchanger sector, will invest $6.1 mil-lion to establish its first U.S. manufac-turing operation, Provides US, Inc., in Augusta County, Virginia.The company will co-locate with Daikin Applied in Verona, Virginia, in a 40,000-square-foot space. Provides

manufactures evaporators and con-densers and supplies those com-ponents to major HVAC companies worldwide. The new location in the United States will enable Provides to further grow its business and reduce product time to market for North and South American customers. The project will create 45 new jobs paying more than the average prevailing wage in the region.

Promac and APAG Elektronik AG, two international companies in the automotive and manufacturing industries will open new facilities in Troy. Promac, an Italian automotive supplier, will open the company’s first presence in North America; and Switzerland-based APAG Elektronik AG, a design and manufacturing firm, will open a sales office and is consid-ering a larger manufacturing facility.“We are proud of the business cli-mate we’ve created for international companies and the infrastructure available to support their business,” says L. Brooks Patterson, executive of Oakland County.

Massimo Zanetti Beverage Group

world’s largest privately owned coffee group

Business NEWS

IACC Industry Snap Shot

USA Ceramic ImportsJanuary-March 2014 and 2015The value of imports from China increased 18.9% and volume 12.4%, from Spain increased respectively 17.2% and 17.3%, from Mexico 2.1% and 2.5%, Brazil value +26% and volume +21%.Turkey is the only major supplier whose exports decreased -2.7% and in volume -8%.Total value of imports from Italy of bricks, refractory bricks and other construction ceramic articles amounted to US $1.9 million in the first quarter 2015. Mexico and China were the major suppliersUS imported from Italy US $12.8 million of various ceramic products, including $3.3 million of tableware, kitchenware and toilet articles.

(In US $ and in square meters)

COUNTRY US $ MIL-LION

% SQUARE METERS IN MILLION

%

2014 2015 2014 2015

ITALY 107.2 115.3 7.60% 5.92 6.09 2.90%

MEXICO 67 68.4 2.10% 11.26 11.54 2.50%

CHINA 84.2 100.1 18.90% 11.65 13.1 12.40%

SPAIN 26.2 30.7 17.20% 1.97 2.31 17.30%

BRAZIL 8.1 10.2 25.90% 1.35 1.63 20.70%

TURKEY 14.8 14.4 -2.70% 1.62 1.49 -8%

OTHERS 21.7 24.4 12.40% 2.69 3.18 18.20%

TOTAL 329.2 363.5 10.40% 36.46 39.34 7.90%

PRODUCT ITALY SUPPLIER COUNTRIES TOTALCeramic wares for laboratory, chemical or other technical uses (6909)

2.4 Japan 70.6 China 56.1 221.8

Washbasin, Pedestals, bath bidet, flush tank (6910)

1.4 China 107.9 Mexico 83.8 224.5

Tableware, kitchenware, toilet articles (6911) 1.1 China 49.9 Indonesia 12.1 91.7

Ceramic tableware, kitchenware and toiletries, other than of porcelain (6912)

3.3 China 144.3 Portugal 7.5 186.2

Statuettes & ornamental articles (6913) 2.3 China 73.7 Vietnam 16.1 117.9

Others (6914) 2.3 China 14.2 Japan 2.9 32.6

TOTAL 12.8 874.7

US Imports of bricks, refractory bricks, roofing tiles = January-March 2015 (Import Trade Value US$ Thousand).

Bricks (6901) 29 China 103 Germany 54 263

Refractory bricks (6902) 1,003 China 24,026 Brazil 9,344 66,982

Other refractory ceramic goods (6903) 443 Mexico 23,885 China 10,228 69,192

Ceramic building bricks (6904) 267 Mexico 4,245 Germany 1,493 8,767

Roofing tiles (6905) 214 Mexico 1,769 Colombia 551 3,574

Ceramic pipes (6906) 0 United Kingdom 464 China 56 682

TOTAL 1,956 146,46

38


Founded in New York in 1887, the Italy-America Chamber of Commerce is the oldest bi-national chamber of commerce in the United States and ranks among the most presti-gious of its kind. The Chamber has dedicated itself to accomplishing two primary aims: to further commerce and trade between the United States and Italy and more importantly, to promote its members and assist them in the realization of all their business goals.

Board Of Directors:LUCA BONARDIKPMG LLP FRANK CIANOGoldberg Segalla LLP

ALBERTO COMINIOmnia IndustriesANGELO COPPOLINOMSPCENRICO DE ALESSANDRINIAzienda Vitivincola Bergaglio

ALFRED DE MARIAClifton, Budd & De Maria

FRANK DESIDERIOGrunfeld Desiderio Lebowitz Silverman Klestadt

SIMONE GENTILINIMionetto USA

LUCA INFANTINOKiton N.A.

LUCIANO MORESCOLuciano Moresco & Co. Ltd

GEORGE PAVIAPavia & Harcourt

MAURO PORCINIPepsiCo, Inc.

DIEGO RODINò DI MIGLIONECushman & Wakefield, Inc

GIOVANNI RONCABanking Americas / Unicredit

JOSEPH RUBINOTelecom Italia

GAETANO SCIUTOFendi North AmericaVLADIMIRO SINATTIFerreroANDREA SORIANI Maserati North America, Inc.PAOLO TORELLO-VIERAPal Zileri – Foralli USA, Inc.

Immediate Past President:FABIO CATASSIInterlink Transport Technologies

ADVISORS:LegalGEORGE PAVIAPavia & Harcourt LLP

Tariffs and TradeFRANK DESIDERIOGrunfeld, Desiderio, Lebowitz, Silverman & Klestadt LLP

ImmigrationANNALISA LIUZZOLiuzzo & Associates

Marketing & CommunicationsJOHN BATTISTA DE SANTISWebb Communications

EconomyPROF. GIUSEPPE AMMENDOLA, PH.D.New York University

Information TechnologyROBERTO CONSALESRocon Technology Corps

BRAND POSITIONINGGIOVANNI PELLERITO

Independent AuditorGIUSEPPE BRUSA, CPA LLCGC Consultants, Inc.

Vice-President in ItalyFRANCESCO NICOTRA

Representative in ItalyGIULIO VIOLA

Staff:FRANCO DE ANGELISSecretary General

FEDERICO TOZZIDeputy Secretary General

ALICE BIAGINI Manager, Membership & Events

ALLISON ERRANTEMarketing AssociateLISA PETRELLO – Bookkeeper MICHELA FILIPPINI, PASQUALE MASTROMATTEO- Interns

Honorary Advisory Board:CLAUDIO BISOGNIERO Ambassador of Italy to the United States

AMBASSADOR SEBASTIANO CARDIRepresentative of Italy to the United Nations

NATALIA QUINTAVALLEConsul General of Italy in New York

MAURIZIO FORTEExecutive Director for North America Ital-ian Trade Commission, New York

EUGENIO MAGNANIExecutive Director for North America Ital-ian Government Tourist Board

GIORGIO VAN STRATEN Director Italian Cultural Institute of New York

GIOVANNI MAJNONIU.S. Representative Bank of Italy

Board Of Directors:President:ALBERTO MILANIBuccellati, Inc

Executive Vice-President:CRISTIAN NOTARI Max Mara USA, Inc.

Vice-President:ANNALISA LIUZZO Liuzzo & Associates

Treasurer:CARMINE PAPPAGALLOValentino USA, Inc.

Corporate Secretary:ROCCO TOTINO Grassi & Co., CPA

New York, NY Established 1887Italy-America Chamber of Commerce

Board of Directors

creative direction, custom publishing john battista de santis

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