National Transfers in Italy

by Luca Tettamanti and Michele Spadini

This article was originally published in M. Colucci, Transfers of Football Players – A Practical Approach to implementing FIFA rules, Sports Law and Policy Centre, Issue I, 2020

1. The national framework

In the year 2019, Italy was the third-highest spender among the Big 5 associations (England, France, Germany, Italy and Spain) according to the FIFA Big 5 Transfer Window Analysis Summer 2019.1 Italian clubs combined for an outlay of USD 701 million on transfer fees and completed 247 incoming transfers and 264 outgoing transfers.

Therefore, despite all the problems and loss of competitiveness that the Italian professional leagues have faced in the past years compared to the other “Big Four” European football leagues, Italy still remains one of the most important football markets worldwide.

In the following paragraphs the authors will briefly outline the national regulatory framework of Italian football, highlighting the complex interactions among the different sources of law that regulate the sector – which is composed of an intricate interrelation of state laws, collective bargaining agreements and various regulations/official communications issued by the Italian Football Association – with an emphasis on the labour relationship between clubs and players and on players’ transfers.2

The “Federazione Italiana Giuoco Calcio” (hereinafter, “FIGC”) is the national governing body of football in Italy. It was founded in 1898, recognised by FIFA in 1905 and was a founding member of UEFA in 1954.

The FIGC includes professional and amateur clubs and sports associations that pursue the aim of organising and playing football in Italy, and it is responsible for promoting and regulating Italian football and all its related aspects. In this context, it also regulates intermediary/football agents’ activity at domestic level.3 The FIGC, in accordance with its Statutes, retains regulatory and control functions but delegates4 its powers to organise professional and amateur competitions (i.e. three professional tiers, “Serie A”, “Serie B” and “Serie C” and a further six amateur tiers) to four Leagues, which form part of the FIGC, namely the National Professional Serie A League (“Lega Nazionale Professionisti Serie A”, hereinafter “LNPA”), the National Professional Serie B League (“Lega Nazionale Professionisti Serie B”, hereinafter “LNPB”) and the Professional Football Italian League (“Lega Italiana Calcio Professionistico”, hereinafter “Lega PRO”), which are professional Leagues, and the Amateur National League (“Lega Nazionale Dilettanti”, hereinafter “LND”), which is the only amateur League.

In addition to the Leagues, the following entities are part of the FIGC: the Italian Association of Referees (“AIA”), which designates the referees and their assistants for the various FIGC competitions; the Technical Components (i.e. the Italian Footballers Association “AIC” and the Italian Football Coaches Association “AIAC”); the Technical Sector, which is a FIGC service body that, in accordance with art. 14 of its Statutes, carries out studies for the promotion and improvement of football technique, and the Youth and Scholastic Sector (“Settore Tecnico e Scolastico”), which promotes, regulates and manages the football activities of youngsters between 5 (five) and 16 (sixteen) years old.

1.3.1 The professional leagues

As mentioned above, there are three professional tiers in Italian football – Serie A, the top category, Serie B, the second division, and Serie C, the third and last professional league – which are organised by three different Leagues, in accordance with the FIGC Statutes.

The LNPA and the LNPB are private associations, while the Lega PRO is a non-profit entity. The professional Leagues respectively include all the clubs participating in Serie A, Serie B and Serie C, which employ professional football players.

In particular, the LNPA organises Serie A and other various domestic competitions (the League Supercup, “Supercoppa di Lega”, the youth championship, “Campionato Primavera 1”, and the youth Supercup, “Supercoppa Primavera”)5 and also autonomously6 organises the Italian national cup (“Coppa Italia”) and the youth national cup (“Coppa Italia Primavera”).

There are currently 20 clubs competing in Serie A.7

Similarly, the LNPB organises the Serie B tournament and cooperates with other leagues, if necessary, in the organisation of competitions involving more than one league.8

On 30 January 2019, the FIGC Executive Committee set the number of clubs participating in the Serie B tournament to 22, although it also introduced a transitional rule stating that only 20 clubs would participate in the 2018/2019 competition.9

Lastly, the Lega PRO organises the Serie C tournament and other competitions involving its associated clubs.10

By way of the same above-mentioned decision, the FIGC Executive Committee also established that 60 clubs would participate in the Serie C competition divided into three groups, the composition of which would be decided by the Lega PRO Executive Board.

1.3.2 The amateur leagues

Underneath the three above-mentioned professional tiers sit six amateur leagues (one interregional division, the “Campionato Nazionale Serie D”, four regional divisions, “Eccellenza”, “Promozione”, “Prima Categoria”, “Seconda Categoria” and one county league “Terza Categoria”).

Amateur football is managed by the LND, which is a private non-profit association to which any club affiliated to the FIGC taking part in the national, regional and county championships by fielding only amateur players must be affiliated.11

The particularity of this amateur status in Italy is that, unlike in almost all other countries worldwide, pursuant to art. 32 of FIGC internal rules12 (hereinafter, “FIGC NOIF”), the amateur players registered with clubs affiliated to the LND are bound to their respective clubs until the end of the season of their 25th birthday (the so-called “vincolo sportivo”). On the other hand, the same players are prevented from entering into employment contracts with their clubs, as they are not professional either.

It is however allowed for Serie D clubs (the highest amateur league) to sign Economic Agreements (“Accordi Economici”) under which players can receive lump-sum reimbursements, match prizes and travel allowances or, in the alternative, a total annual gross amount up to EUR 30,658.00 (thirty thousand six hundred and fifty-eight euros) to be paid in ten monthly instalments.13

Whilst in the past these Economic Agreements could last for one season only, as of the sporting season 2018/2019 it is also possible for Serie D clubs to enter into multiannual Economic Agreements (for a maximum period of three years) according to which players may be entitled to receive additional amounts.14

It is interesting to recall that, when FIFA was faced in the past with these Economic Agreements, it considered the relevant players as professionals from an international perspective, considering that according to art. 2 of FIFA RSTP their amounts exceeded the actual expenses the same players incurred for their footballing activities. A typical consequence of such different interpretation of status at international level is that Italian clubs of Serie D may be requested to pay training compensation to foreign clubs when registering players who, at national level, are considered purely amateurs15 or, conversely, may lose entitlement to training compensation if they do not offer their players a renewal of their Economic Agreements 60 days before their expiry, in compliance with art. 6, p. 3 of Annexe 4 FIFA RSTP.16

The LND establishes its internal organisation in divisions, departments and delegations at regional and county level, and is entitled to coordinate, direct and develop the sporting activities of its affiliated clubs and sports associations.

In the sporting season 2016/2017, 13,024 clubs were affiliated to the LND, for a total number of 70,479 teams and 1,050,708 amateur players.17

One of the peculiarities of the Italian football system is that, as well as other sectors in Italy, it is highly regulated and, as such, not easy to understand. The main legal sources of Italian football law are the following:

  1. Law 23 March 1981, n. 91, which is a state law regulating the relationship between clubs and professional football players (hereinafter, “Law 91/81”);18
  2. the three collective bargaining agreements stipulated, pursuant to art. 4 of the Law 91/81, by the FIGC, each of the three Italian professional leagues (LNPA, LNPB and Lega PRO) and the Italian Players’ Union (AIC). In recent years, the Lega PRO was the first league to renew its collective bargaining agreement on 1 July 2012,19 followed by the LNPA on 7 August 201220 and the LNPB on 18 July 2014.21 For the purpose of the present article, the authors will address only the provisions of the Serie A CBA, highlighting the differences with the other CBAs when necessary. Thus, hereinafter the Serie A CBA will simply be referred to as the CBA;
  3. the FIGC Statutes and its various regulations22 as well as the FIGC NOIF,23 which contains heterogeneous provisions on several matters such as the organisation of the FIGC itself, clubs, leagues, referees’ association, players (in particular with regards to their registration and legal protection), organisation of championships and matches, rules of the game, provisions on national teams, management controls of clubs, and relationship between clubs and players;
  4. the FIGC official communications (hereinafter, “C.U. FIGC”), which further specify a number of aspects of the activities linked to football (for instance, the annual calendar and conditions of players’ transfer and registration with clubs; detailed provisions on clubs’ licensing; official communications regarding sanctions imposed on players, clubs and other subjects registered with the FIGC; communications regarding intermediaries and so on) and, from time to time, officially inform the stakeholders about amendments to the FIGC regulations.
  5. A first look at the list above suggests that, given the number of sources of law, and their different origins, scope and reciprocal interactions, it is not always easy to immediately and clearly ascertain how a certain issue is regulated in Italian football.
  6. It is obvious that an overproduction of rules may also lead to difficulties in their interpretation, inconsistencies, coordination problems and, ultimately, to an always increasing number of disputes which, if on one side can be an interesting opportunity for sports lawyers, on the other side, causes difficulties and can affect the daily work of all football stakeholders.

2. Registration and transfer rules

In Italy, a professional football player is registered with a club or, more specifically, with the FIGC through his club, according to a written employment contract (the “Contract”), the content of which will be analysed in the following section of this article.

The player’s registration procedure begins with the filing of the Contract. According to art. 4, para. 2 of the Law 91/81, it is a precise duty of any club to file the employment contracts of its players with the national football association to receive its approval.

However, the FIGC has introduced a two-step procedure, empowering the professional Leagues to receive the Contracts filed by their associated clubs and process them first, while retaining the right to grant its final approval in compliance with the above-mentioned provision.

In particular, during the two annual transfer windows, clubs must file with the LNPA the Contracts signed with their players within 10 (ten) days of their conclusion. Then the LNPA, after running the controls under its responsibility, takes care of their onward transmission to the FIGC for its approval. Clubs must also inform their players of such deposit.24

In case a club does not fulfil its obligation to file a Contract within the granted time-limit, the player shall be entitled to file it within 60 (sixty) days of its signing, giving notice to the club.25

The timely filing of the Contract with the LNPA is a condition for its approval by the FIGC.26

Then, in the absence of an express denial by the FIGC within 30 days of the filing of the Contract, the latter is considered approved.

In the event that the Contract is not approved by the FIGC for reasons not attributable to the player or his agent, the player is entitled to receive a fair indemnity from the club, which, in turn, may exercise its right of redress against any other subject who is deemed liable for such lack of approval.

Upon request from the player, the amount of such indemnity is established by an Arbitration Panel (“Collegio Arbitrale”), taking into consideration the Contract’s total value and length, and whether the player has meanwhile entered into another Contract (with a professional club) or an Economic Agreement (with a LND club).

As a last remark, the parties are also free to agree in writing, as a condition to avoid its nullity, on the amount of such indemnity to be paid to the player, but only after the FIGC has denied its approval of the employment contract.27 This condition has been introduced to prevent clubs (i.e. usually the stronger party to the labour contract) from imposing on players, during the negotiations leading to the conclusion of their Contracts, to accept a low indemnity in case of eventual denial of its approval by the FIGC.

Provisions on domestic transfers of players are included in the Law n. 91/81 as well as in some articles of the FIGC NOIF and in several C.U. FIGC. In practice, clubs manage transfer operations and players’ registrations through a number of compulsory forms issued by their relevant Leagues (Divisions and Committees).

In the following two paragraphs, the authors will briefly comment on the transfer rules before analysing the most important standard forms issued by the professional Leagues.

2.2.1 The rules

The transfer of professional football players28 among Italian clubs is expressly regulated by art. 5, para. 2 of the Law n. 91/81, according to which a club is permitted to assign a player’s Contract to another football club provided that the other party (i.e. the same player) agrees to such assignment and that the relevant procedures adopted by the national sporting associations are complied with.29

In this regard, the FIGC sets out the general rules on the transfer of players and on the assignment of their Contracts under art. 95 FIGC NOIF.

For the sake of clarity, under the Italian regulations, the terms “transfer agreement” and “transfer of player” are used in respect of amateur players only, while the term “[temporary or definitive] assignment of employment contracts” is used for professionals. Although the Legislator uses this formal difference, in concrete terms the two concepts operate in the same way.

Considering the material scope of the present article and for ease of reference, the authors will use all the afore-mentioned terms as synonyms and, unless clearly specified otherwise, with reference to professional football players. Before analysing the sporting regulations, it needs to be emphasised that, from a pure theoretical perspective, Italian jurisprudence and doctrine historically followed three different theories to define the assignment of Contract in the context of transfers.30 A first theory, mainly followed before the entering into force of art. 5 of Law n. 91/81, excludes the “assignment of contract” legal scheme from applying in football transfers because the player and his new club usually signs a new Contract. The transfer is considered more similar to the “assignment of a credit” legal scheme insofar as the debtor/player uses it to change the creditor/ club of his services, against the payment of a consideration from the new to the old creditor.31 A second theory, formulated by tax attorneys, excludes the applicability of the “assignment of contract” legal scheme and bases the transfer on a union of three different agreements: a contract between the two clubs whereby the former one obliges itself to mutually terminate the Contract with the player against a payment of a fee – which is therefore the “price” of such early termination – and then the mutual termination of the Contract between former club and player, and the signature of the new Contract between the player and the new club.32 The third and most prevalent theory considers that transfers can be identified within the context of an “assignment of contract” legal scheme considering that, albeit a new Contract is usually signed between the player and the new club, this specificity is not outside the construction of an assignment of contract if the new Contract does not modify the previous Contract in its cause or nature.33

Going back to the nature of “transfers” of players, the underlying principle of the Italian system34 is that transfer agreements must be made in writing, as a condition to avoid their nullity, through the specific standard forms prepared by the competent Leagues.35

This may be seen as further proof of the FIGC’s over-formalistic approach to the football industry, aimed at regulating the movement of players as well as all the other administrative activities (such as, for example, the registration of players with the FIGC via their clubs) through uniform documents.

In particular, under art. 95, para. 3 NOIF FIGC, in case a player is transferred between amateur clubs or between clubs belonging to the Women’s Football Division, it is mandatory to use a standard form named Transfer List (“lista di trasferimento”). The same Transfer List must be used in case of transfer of players from a club affiliated with a professional League to a LND club, unless the relevant transfer agreement provides for particular clauses. In such case, the parties are obliged to use the form prepared by the League of the transferor club (the professional one), while they can and need to autonomously and directly regulate between them the economic terms of the transfer.

In all other cases, transfers are formalised via the standard forms adopted by the professional Leagues at stake, which will briefly be analysed in the following paragraphs.

Moreover, transfer agreements – at amateur level36 – must be completed, signed37 and then sent by registered letter or filed with the League (or Division or relevant Committee of the transferee club) within five days of their signature and in any case before the end of the transfer period.

Similarly, transfer agreements or agreements on the assignment of Contracts – at professional level – must be duly completed, signed38 and received by or filed with the League of the transferee club within five days of their conclusion and in any case no later than the final term established by the FIGC for transfers of assignment of contracts. Their registration in the roll of the authority (League, Division or Committee) is the only proof of the date of their filing.39

It is striking to note that a player cannot be successfully transferred and registered with a new club unless all the aforementioned provisions are fully complied with (i.e. the transfer agreement or the agreement on the assignment of his professional employment contract is properly drafted, signed and filed with the above-mentioned bodies). Any clause and condition which is not inserted in such documents is null and void and may lead to the imposition of disciplinary and economic sanctions on the infringer.40

Furthermore, as a more extensive implementation of art. 18, para. 4 FIFA RSTP,41 it is also specified that the validity of a transfer agreement or of an agreement on the assignment of a Contract cannot be made subject to a successful medical examination and/or the granting of a work permit. However, in case of a national transfer, it is a common and constant practice for clubs interested in signing a professional to request (and obtain) from his current club the authorisation for the player to undertake medicals before signing a transfer agreement.

Then, once all these formalities are fulfilled, the Leagues, Divisions and Committees are responsible for issuing the Formal Approval (the so-called “visto di esecutività”) of transfer agreements and assignment of Contracts.42 Against the decision of such bodies, the parties may file an appeal with the National Federal Tribunal – Registration Division within 30 days of its communication.43 In addition, in case a player’s Contract does not receive the Formal Approval due to his club’s financial difficulties, he is entitled to request a fair indemnification.44

In case of disputes on a player’s transfer or assignment of Contract, from the time the dispute arises until the issuance of a final and binding decision by the competent deciding body, the selling club must continue to comply with its financial obligations towards the player, reserving its right of redress against the buying club.45

Other provisions on transfer of players – more specifically on the relationship between clubs and players – can be found under art. 95bis FIGC NOIF. For instance, in case a player is registered with a club under a multiannual Contract which is not due to expire at the end of the sporting season: (i) only such club can decide whether to assign the player’s Contract to another club, with the player’s consent; (ii) contact and/or negotiations between the player and other clubs – both direct and indirect through third persons, irrespective of whether such third persons are registered or not with the FIGC – are expressly forbidden unless the club holding the player’s registration issues a prior written authorisation.46 In other words, any club interested in the services of a player who is registered with another club must contact the latter and obtain written permission before even approaching the player.

Instead, in case a player is registered with a club under a Contract which is due to expire at the end of the sporting season: (i) contact with third clubs and (direct and indirect) negotiations between such player and third clubs are forbidden only until 31 December; (ii) as of 1 January not only are contact and negotiations allowed, but even the signing of preliminary agreements, albeit in predetermined time-frames established by the FIGC, as it will be clarified infra in the relevant chapters. Nevertheless, a club wishing to employ a player has the obligation to inform his current club in writing before starting any negotiation.47

In case of breach, the FIGC Federal Prosecutor undertakes a disciplinary action against players, clubs’ officials and/or clubs accused of committing such violation, which may lead to the imposition of the sanctions therein indicated.48

To conclude this general overview, after establishing general rules, the FIGC draws up particular provisions on the assignment of Contracts, either on a definitive basis (under art. 102 FIGC NOIF)49 or on a temporary basis (under art. 103 FIGC NOIF), on mutual termination of temporary transfers and assignment of Contracts (under art. 103bis FIGC NOIF) and, lastly, on preliminary agreements (under art. 105 FIGC NOIF).

2.2.2 The standard forms

The most relevant standard forms issued by the professional Leagues are the following:

All these standard forms are not publicly available and can be obtained only by officials of the clubs involved in the transfers via their relevant Leagues.

2.2.2.1 The Registration Variation Form

The Registration Variation Form is a two-page document whereby the parties file a request with the FIGC for the registration of either a professional player or a Youth Player with the new club.50

It includes data on the registering club,51 the player52 and the transferor club,53 if any. In case the player is a professional, the parties are required to tick the appropriate box, indicating whether the request for registration with the FIGC concerns a player coming from a foreign football association, whether the player is transferred on a definitive basis (in this case, it must also be specified if the transferor club is granted a right of counter-option as previously defined) or on loan (in such case, the parties, in addition to indicating the length of the loan period – annual or biennial at most – shall also specify their rights/obligations: as to the borrowing club, whether it has a right of option to buy the player on a definitive basis at the end of the loan or the obligation to do so and whether it has the possibility to prolong the annual loan for a second sporting season; as to the loaning club, whether it is granted a right of counter-option to retain the player in case the borrowing club exercises its right of option to buy him and if it has the right to withdraw from the loan agreement against the payment in favour of the borrowing club of an amount). In case the player is a Youth Player, there is a specific box to be completed on the second page.54

The form is signed by the player (in case he is under the age of 18, by a person exercising parental authority or legal guardianship), by the legal representative of the registering club and, only in case of transfer, by the legal representative of the transferor club.

By signing it, the parties undertake to accept the jurisdiction of the FIGC (and its decisions) with reference to the activities covered by the FIGC rules and regulations and, in particular, to accept the arbitration clause under art. 30 of the FIGC Statutes.55

The player declares having read, understood and accepted all the state laws on workers’ health protection, the regulations against doping issued by WADA, CONI and FIGC, and authorises the club to process his personal data for the purpose of his football activity. He also declares being aware that his participation in sporting activities is subject to the issuance of a medical certificate and declares being informed of the insurance guarantees that the registration implies.

Conversely, the legal representative of the registering club declares, under his personal responsibility, that the player is in possession of a medical certificate which allows him to play football and undertakes to permit him to participate in sporting activities only with a valid medical certificate.

By signing the form, the parties also authorise the League to inform the public of its filing.

Due to the high standardisation of administrative formalities required to perform a transfer as well as the need for the ratification by the competent League, domestic sport litigation is pretty much limited to the economic consequences of a transfer while it is highly unlikely that the validity of the same transfer is challenged.56

2.2.2.2 The Stamped Agreement Form

The Stamped Agreement Form is to be completed in case of assignment of a player’s Contract to a new club. It is again a two-page agreement between the transferor and the transferee club whereby the parties specify the total consideration of the transfer of the player, its payment terms,57 some “specific clauses”, depending on the status of the player, and two short and unamendable clauses on medicals and insurance guarantees.

With regard to professional players, in case of a definitive transfer, the parties shall indicate whether they agreed on transfer fees or bonuses in favour of the transferor club and/or the transferee club as well as on the right of counter- option in favour of the transferor club to buy back the player. In case of a loan, they shall state whether the transferee club is granted the right of option to acquire the sporting services of the player on a definitive basis (and its economic consideration), if the transferor club has a counter-option right (and its economic consideration), if the parties foresee bonuses, whether the transferee club has the obligation to buy the player at the end of the loan period, if the transferor club has the right to withdraw from the loan agreement (and its economic consideration) and, lastly, if the transferee club is allowed to prolong the loan of the player for a further season (and its economic consideration).58 As a last remark, the transferee club undertakes to comply with the applicable regulations on mandatory medical exams59 and declares being aware that, by signing the form, it is assigned any rights and obligations towards the player and the insurance companies with reference to the relevant guarantees.

Interestingly, contrary to the Variation Registration Form, there is no need for the player’s signature on this complimentary Stamped Agreement Form. This technically precludes the player, and his representatives, from being aware of the transfer fee agreed between the two clubs, or of any particular remuneration, in case the two clubs do not voluntarily inform the player about such content.

Finally, it has to be pointed out that payment of the consideration for the player’s transfer has to be made in a maximum of five yearly instalments for transfers involving LNPA clubs, a maximum of three yearly instalments in case of transfers involving LNPB clubs, and a maximum of two yearly instalments between Lega Pro clubs.

In Italian football, the Leagues operate with a “clearing house” method, setting off credit-debt positions derived from the transfer transactions of their affiliated clubs. Every yearly instalment is divided into sub-monthly quotes and must be guaranteed by the respective clubs with bank sureties issued by Italian banks or insurance warranties issued by insurance companies listed in the IVASS Registry and with a minimum rating of A3 – Moody’s / Fitch or A- by Standards & Poors.60

2.2.2.3 The Option/Counter-Option Form

The Option/Counter-Option Form is a one-page document whereby a club – which had previously entered into a transfer agreement with another club with reference to a certain player – exercises one of the two above-mentioned rights in order to acquire the player’s sporting services on a definitive basis.

It contains the name and registration number of the selling club and it is addressed to both the club that is exercising the option and the League to which the latter belongs. It also contains the name and registration number of the player, the number of the Stamped Agreement or of the Agreement regarding the option right, in case the payment is agreed in instalments, the non-amendable declaration of the club on the exercise of the right (of option or counter-option), which has to be made in the periods established by the FIGC Federal Council, the date and the signature of the selling club’s legal representative.

This Form has practically substituted the previous forms related to a system named “co-ownership” (“comproprietà”), which was a particular instrument established under article 102bis NOIF FIGC, permanently repealed in 2015,61 whereby a club could sell a player to another club and then immediately buy back 50% of his economic rights.62

The concept of a “counter-option” has formalised a mechanism known as a “clause of recompra”, which has been used by Italian clubs during recent seasons in definitive transfer contracts. Borrowed from the Spanish leagues, this legal instrument has been recently formalised into the Italian football regulations by the C.U. FIGC n. 58 on 1 June 2018, amending article 102, para. 4 of the NOIF FIGC.

Legally speaking the “recompra” is an option given to the selling club granting it the right to acquire back the same player from the buying club within a determined period. It is normally used in cases of a promising youngster being sold by a higher level club to a developing club, with the former keeping an eye on the possible positive developments of the player.

As usual, the Italian legal system enacted this right of “recompra” with several boundaries: (i) in the agreement the parties must specify the consideration for having granted the option and the amount to be paid to possibly exercise it; (ii) as a condition for its validity, the option must be signed by the player as well and (iii) the selling club must conclude with the player an employment contract starting from the second season after the one when the sale occurred, whilst the buying club needs to conclude an employment contract of at least three seasons.

Finally, in the first version of the regulation issued in 2018, the buying club could loan the player to a third club, albeit with the option of the selling club still in place, and the option could be exercised from the first or the second season after the first definitive transfer. These possibilities were amended in the new version pursuant to C.U. FIGC n. 98/A on 17 April 2019, recently integrated by C.U. FIGC n. 155/A on 27 June 2019, whereby the FIGC cancelled the possibility to loan an optioned player and obliged the selling club to only exercise its option on the first day of the transfer window of the second season after the first definitive transfer to the buying club.

2.2.2.4. The Transformation Form

By means of the Transformation Form, the loaning club and the borrowing club – with the express consent of the interested player – agree to transform a loan into a definitive transfer.

This is a very simple standard form in which the parties (the two clubs and the player) simply need to insert their names and registration numbers in the relevant spaces and sign it.63 The relevant Stamped Agreement is annexed to the Transformation Form.

2.2.2.5. The Loan Mutual Termination Form and its Annex

The Loan Mutual Termination Form consists of a one-page main document and may include a one-page annex.

In the main document, the loaning club and the borrowing club insert their usual information (name, registration number, legal seat, name of the legal representative and his/her capacity), the name and matriculation number of the player, the number of his Registration Variation Form, the specification of whether it refers to a transfer of a professional or a Youth Player64 and the unamendable declaration that the employment relationship between the loaning club and the player is restored.

Just before adding their signatures, the two clubs are required to tick a box to indicate whether they have established any amount as consideration for the mutual termination.

In such case, they also need to complete and sign the annex, detailing the total amount and the terms of such payment obligation.65

2.2.2.6. The Loan Withdrawal Form

The Loan Withdrawal Form is a one-page document whereby the loaning club may exercise its right to withdraw from the loan agreement against the payment of a certain amount in favour of the borrowing club.66

The form is a mere declaration – indicating the number of the player’s Registration Variation Form, the Stamped Agreement, Withdrawal Agreement, the name of the player, his matriculation number and the economic consideration – whereby the loaning club informs the borrowing club and the latter’s League about its intention to exercise its right of withdrawal. Thus, it is signed by the loaning club only.

As a final remark regarding all of these Forms, it needs to be pointed out that every season the FIGC establishes specific periods during which these Forms can be concluded and deposited for their validity. Failure to operate during these specific time-frames can lead to disciplinary sanctions against the parties involved and the nullity of the respective transaction.67

2.2.2.7.The Preliminary Contract Form

The Preliminary Contract Form is a form which, apart from the title, encompasses exactly the same content as the relevant definitive contract it refers to.68

This Form can be used to agree in advance on transfers, assignment of contracts, new employment contracts or renewal of existing employment contracts, with the juridical effects of the transaction entering into force at a later date.69

For its validity, a Preliminary Contract Form related to a transfer (i) can only be concluded during specific periods set forth every year by the FIGC, (ii) cannot involve clubs and players competing in the same championship when these are still ongoing and (iii) must be deposited with the relevant League within 20 (twenty) days of signing.70

3. Employment contracts (standard contract and main clauses)

In Italy, the relationship between professional clubs and professional football players is regulated by three standard Contracts, depending on the league to which a club belongs.71

Such standard Contracts are brief agreements (a four-page contract for Serie A players, a three-page contract for both Serie B and Serie C players) as they entirely recall the provisions of the respective collective bargaining agreements to which they are annexed.

The CBAs share the same basic and fundamental provisions although some clauses differ. Such differences are thus reflected in the standard employment contracts. This is due to the different degree of professionalism of the three leagues, which require adjustments.

For practical reasons, the authors shall analyse hereinafter only the Serie A standard employment contract,72 highlighting, when necessary, the differences with the others.

The standard Contract between a professional player and a Serie A club consists of a four-page agreement, comprising a two-page main contract and a two-page addendum (the so-called “Altre Scritture”, hereinafter, the “Addendum”).

The Contract firstly provides information on the signing parties and contains six articles.

In the first two, the parties shall only complete blank spaces by inserting the duration of the employment relationship (clause 1) and the player’s salary (clause 2).

The last four articles (from clauses 3 to 6) are, instead, standard and unamendable provisions that the parties are simply required to accept in full. Their content will briefly be addressed hereinafter.

The Addendum is a separate agreement – that however forms an integral and indivisible part of the Contract – in which the parties may amend or integrate the Contract provisions. The existence and content of the Addendum is specifically provided for under art. 3.5 of the CBA and it is subject to the same rules that regulate the Contract.73

At the outset of the Contract, the club is required to insert its full name, legal seat, VAT number, name, surname and qualification of its legal representative and to specify whether it was assisted by an intermediary and, in the affirmative, to insert its name, surname and registration number.

The player shall insert his name and surname, date and place of birth, personal address for the purposes of any communication under the CBA, tax code, matriculation number and, if assisted by an intermediary, his name, surname and registration number.

Then, the parties shall indicate the duration of their employment relationship and the date of commencement of the player’s activities. According to art. 28 of the FIGC NOIF, the duration of a professional employment contract cannot exceed five sporting seasons if the player is over 18, and three sporting seasons if the player is under 18.74

It needs to be mentioned that option rights in favour of both clubs and players are allowed on condition that they are inserted against a consideration and that the overall duration of the Contract does not exceed the maximum afore-mentioned length.75 Conversely, the same provision prohibits pre-emption rights in the Contract.

Considering that in Italy the sporting season runs from 1 July to 30 June, the typical contract follows such timeframe. However, it is also possible for a club to sign a player for a period shorter than one sporting season provided that the contract ends on 30 June.

The salary of the player is inserted in the blank spaces under clause 2 of the standard Contract.

The parties may agree on wages as a fixed amount (clause 2, lit. a) of the Contract)76 or composed of a fixed and a variable part (clause 2, lit. b) of the Contract).77

In the latter case, the variable part of a player’s remuneration can be linked to sporting results, either achieved by the player and/or by the team, or to non-sporting individual objectives agreed upon by the parties. The variable part, where applicable: (i) cannot exceed, for each sporting season of the duration of the Contract, separately considered, 100% of the fixed part where the latter is agreed up to the gross amount of EUR 400,000 (four hundred thousand euros); (ii) shall have no limit whatsoever, for each sporting season of the duration of the Contract, where the fixed annual part exceeds EUR 400,000 (four hundred thousand euros); (iii) shall have no limit whatsoever in the event of conclusion of the first Contract as a professional player.78

In Italy, as in many other countries, clubs usually grant their players individual and team bonuses in order to encourage them to perform well and reach teams’ targets. Individual bonuses, for instance, may be set upon the player making a certain number of appearances79 in official competitions (Serie A TIM, TIM Cup, the Italian national cup, UEFA Europa League and UEFA Champions League), assists and/or goals scored. It is usually specified whether such bonuses are cumulative or not or, if achieved, they then form part of the fixed amount for the next seasons.

Team bonuses, for instance, may be paid upon the first team of the club not being relegated to the lower division (this is a typical provision for newly promoted clubs or clubs that know they are going to fight to remain in the league) and/or upon qualification for international competitions (UEFA Europa League or UEFA Champions League), winning the league and/or other competitions (Coppa Italia, Supercoppa Italiana, the national Supercup, EUFA Europa League, UEFA Champions League, UEFA Supercup, FIFA Club World Cup). Team and individual bonuses may be cumulative. Clubs also usually specify the time-limit when individual and team bonuses are paid to players.

The player’s salary must be indicated as a gross amount and, in case of a multiannual agreement, for each sporting season, preferably for each championship in case of promotion/relegation of the club.80

As players usually demand to receive a net salary, clubs make use of a practical table prepared by the AIC (the Italian Players’ Union) to calculate the corresponding gross amount to be inserted in the Contract (the so-called “Tabella Lordo/Netto”).81

The player’s salary may be set at a different amount depending on the championship and/or international competition in which the club participates or will participate82 but, in any event, cannot be lower than the minimum amount established in the table agreed upon by the contracting parties to the CBA.83

The player’s salary is inclusive, unless provided otherwise in the Contract or in the Addendum, of all emoluments, indemnities or allowances to which the player is entitled as remuneration also for travel, night matches and training camps as well as of any other further indemnity due under the Contract and/or Italian law but without prejudice to the special mandatory contribution to be paid by the club to the FIGC for the player’s future retirement.84

The player’s salary must be paid in equal monthly instalments by bank transfer. Its fixed part, which cannot be reduced or suspended, is paid no later than the twentieth day of the next calendar month; its variable part is paid in accordance with the Contract or the Addendum.85

Nonetheless, as the FIGC annually establishes the mandatory terms of payment of players’ salaries in the context of the national club licensing system, clubs usually fulfil their financial obligations accordingly.86 During recent seasons, this lead to clubs paying the salaries of the first trimester (July – September) by 16 November, the salaries of the second trimester (October – December) by 16 February, the salaries of the third trimester (January – March) by 30 May, the salaries of April and May by 24 June, and the salaries of June of the previous season no later than 30 September of the new season.

As recalled above, the last four clauses (from art. 3 to art. 6) of the Serie A standard Contract are unamendable provisions that the parties are simply required to accept in full. They serve the purpose of making the parties aware that they belong to the Italian sporting system and are thus obliged to comply with all the relevant regulations.

In particular, under clause 3, the parties undertake to comply with the CBA and all the provisions listed therein.87

Under clause 4, the parties obligate themselves to refer any disputes concerning the interpretation, execution or termination of the Contract or Addendum as well as any other disputes in any way linked to the relationship between the club and the player to the Arbitration Panel, which issues its decisions according to the procedural rules annexed to the CBA.88

Furthermore, pursuant to clause 5, the parties undertake to comply with the FIGC Statutes and various regulations and to accept any decision issued by the FIGC, its bodies and delegated subjects, as well as by the Arbitration Panel pursuant to the arbitration clause under art. 30 of the FIGC Statutes.

The last clause 6 regards the domicile of the parties and precedes their signatures. They are required to sign the Contract twice (with their second signature, they declare having read and specifically accepted clauses 3, 4, 5 and 6) and the Addendum only once.89

Finally, it is specified that the Contract and the Addendum must be filed with the competent League within 10 (ten) days of their signature.90

4. Transfer agreements

One of the particularities of Italian football is that, in principle, in case of a domestic transfer, there is no need for the parties involved (i.e. the releasing club, the engaging club and the player) to enter into a proper transfer agreement. This is because a transfer is completed when the player is registered with the new club upon receipt by the League of his new employment Contract and the Registration Variation Form with the Stamped Agreement Form in which the parties have previously clarified all the terms and the conditions of the transfer.

The labour relationship between the Player and his former club is thus deemed to have been terminated on the last day that he was registered with it. Consequently, from that day on, the Player simply becomes an employee of the new club.

5. Termination of contracts

The termination of employment contracts is expressly regulated under several provisions of both FIGC NOIF and the CBA. It may be the result of a mutual agreement between the parties or the most severe sanction to be imposed on the breaching party – be it the club or the player – for the violation of contractual obligations at the end of internal arbitration proceedings, or, more generally, just the legal consequence of the player’s unfitness or inability to provide his sporting services, which may be either linked to his fault or negligence but also to events beyond his control. In such last case, the club’s right to terminate the player’s Contract does not derive from the player’s breach.

It has to be pointed out that the Italian system differentiates from international practice deriving from the provisions of chapter IV of FIFA RSTP (“IV. Maintenance of contractual stability between professionals and clubs”) and particularly art. 17 FIFA RSTP. In Italian football, only the competent Arbitration Panel set up according to the relevant CBA can establish whether a club or a player has just cause91 to terminate the Contract and, as a consequence, can declare the relevant Contract terminated. The termination is not effective until the issuance of such award and, therefore, the two parties continue to be bound to each other until such time although, for instance, a player might have left the respective club in the meantime. This means that, players terminating their Contracts with an Italian club in order to join another Italian club, would not receive the Formal Approval by the competent League to be registered with the latter until the Arbitration Panel has issued its award.

This is also the case because, pursuant to article 117 NOIF FIGC, the termination entails the cancellation of the player’s registration on the date on which the competent bodies of the FIGC acknowledge it.

Only when a professional club is relegated to amateur leagues, being from Serie D downwards, is the Contract automatically terminated and the registration stays with the club.

Hereinafter, the authors will briefly address the afore-mentioned relevant provisions on this topic, distinguishing the various cases of termination, before briefly analysing the procedure to be opened before the Arbitration Panel to seek for such relief.

As recalled under paragraph 4 above, unlike in some other countries, when a club wishes to transfer a player domestically there is no need for the clubs involved to enter into a proper transfer agreement. As the employment contract between the player and his former club is automatically terminated when the player is registered with the new club, the parties (i.e. the player and the releasing club) do not have to take care of such aspect in case of a transfer.

Nonetheless, it is not uncommon that a player and a club mutually agree to terminate their labour relationship before its natural expiry without a view to a transfer of the player (for instance, in case the player wishes/is forced to stop playing football or in case the parties, for whatever reason, simply believe that such termination is in their best interest) or, if in the context of a transfer, with the need to solve some pending issues amongst them.

In such cases the releasing club and the player usually enter into an agreement whereby they regulate the various legal and financial aspects linked to the end of their relationship. Typically, they establish the date of the termination, the possible payments to be made in favour of the player (for instance, as salary, bonus, or early leave incentive92) as well as waivers to their respective rights. In particular, clubs usually require players to waive or settle any claim towards them regarding the employment contract (for example, the employees’ right to claim for further amounts as salary, bonus, compensation, damages, expenses, reimbursement of costs etc.). Then, the parties generally accept to waive their right to contest the validity of the settlement agreement and to renounce to file any claim whatsoever against each other before any sporting and/or judicial bodies, save for the fulfilment of the settlement agreement itself.

According to Italian labour legislation,93 waivers and settlement agreements agreed upon between employers and employees concerning the rights of employees deriving from mandatory provisions of law and collective bargaining agreements are not valid and can be appealed within 6 (six) months of the date of termination of the employment relationship or from the date of the waiver/settlement agreement, if it occurred after the termination.

However, this provision does not apply to waivers/settlement agreements signed in the context of a special procedure to be carried out before a “conciliator” belonging to a trade union organisation, or before a state office named “labour territorial organisation” (the so-called “direzione territoriale del lavoro”), which has the precise duty to provide assistance to employees for the best protection of their rights. Typically, clubs and players agree on the terms of a settlement and afterwards appear for a meeting before the conciliator or the labour territorial organisation, which are entrusted with the task of establishing whether the agreements – and in particular the waivers by the employees – who are always seen as the weaker party in the employment relationship – are fair and protective. In the affirmative, the conciliator or the labour territorial organisation executes the settlement agreement, sometimes even by simply attaching the document previously signed between the parties to the minutes of the meeting.

Once the settlement agreement is formalised in such fashion, it cannot be subject to any challenge or appeal by the parties. That is why, the Leagues nowadays only accept written termination agreements together with the minutes of the meeting at the above-mentioned offices. This latter practice has recently been formalised into art. 117, para 3. FIGC NOIF by means of a reference to the necessity for mutual terminations to comply with the provisions of Legislative Decree n. 151/2015.94 According to the same provision, mutual terminations are valid and effective only if registered within 5 (five) days with the relevant League. Finally, it has to be noted that, under art. 4 of Law n. 91/81 (“rules regarding relationships between companies and professional sportsmen), the Contract cannot provide for non-competition clauses operating after its termination or, in general, limiting the freedom of the sportsman after the ending of the employment relationship.

According to art. 11, para. 1 of the CBA, any player who fails to fulfil his contractual obligations towards his club may have sanctions imposed against him of increasing severity depending on the seriousness of the breach. Needless to say that the premature termination of a Contract is the heaviest95 sanction available to the non-breaching party as it puts an end to the relationship and must be therefore seen as an ultima ratio. Thus, only in case the player’s breach is so severe that it is not reasonable to expect the club to maintain the labour relationship, the latter may request the issuance of such sanction.

In addition to the above-mentioned cases, a club may also obtain the termination of a player’s Contract if the latter is convicted, in Italy or abroad, to a period of imprisonment for a criminal offence intentionally committed, according to a definitive judgement.96 This is not strictly speaking a breach of contract by the player but the consequences are the same as the player is prevented from rendering his sporting services due to his intentional infringement of criminal law.

As to the procedure,97 a club wishing to terminate a player’s Contract must notify its claim (containing the request for termination) to both the player and the Arbitration Panel within the mandatory term of 20 (twenty) days from knowledge of the player’s breach or from the date the latter was definitively disqualified. The player is obviously granted the right to be heard in the context of the disciplinary procedure, at the end of which the Panel issues its decision.

As to the legal consequences of the termination of the Contract,98 it is established that it implies the automatic termination of its possible Addendum, while the Panel shall apply the general legal principles of Italian civil law to establish the effects of the termination with regards to the agreements between the parties under art. 4, para. 3 of the CBA (i.e. the separate remuneration the player is possibly entitled to receive for his participation in the club’s advertising campaigns).

In case the termination decision is delivered against a player on loan, the loaning club has the right to request that the original employment relationship is restored as from the date of the termination until the expiry of the original Contract. The loaning club must exercise its right by notifying the player, the League and the FIGC of its intention to resume its relationship with said player,99 within 15 (fifteen) days from the time it was informed of the termination of the player’s Contract with the borrowing club.

As a general principle, a player has the right to file a claim with the Arbitration Panel requesting compensation and/or the termination of his Contract whenever his club has breached its contractual obligations towards him.100 As mentioned above, the Arbitration Panel shall only issue this kind of sanction for breaches of a certain severity.

For instance, if a club fails to comply with its obligations under art. 7, para. 1 of the CBA (i.e. to provide the player with suitable equipment, an environment compatible with his professional status, allowing him to take part to training sessions and pre-season preparation with the first team with the exclusion of the specific cases under art. 11 of the same CBA),101 the Player may put the Club on notice, in writing, to fulfil its obligations. Should the Club not comply with the Player’s request within the mandatory term of 3 (three) days from receipt of the notice, the latter may submit the case to the Arbitration Panel asking for his reintegration with the club’s first team or the termination of his Contract. In both cases, the Player is also entitled to receive compensation for the damages suffered due to the illicit conduct of the club in an amount of at least 20% (twenty per cent) of the fixed part of his annual gross salary.102-103

If, at the end of the arbitration proceedings, the Arbitration Panel decides to uphold the player’s request for reintegration, the club must comply with such award within 5 (five) days of receipt of the findings of such decision. Should the club fail to reintegrate the player, the player has the right to request and obtain from the same Arbitration Panel another decision terminating his employment contract in addition to compensation to be quantified in the amount corresponding to the residual value of his contract until the end of the relevant sporting season.104-105

The termination of a Contract – irrespective of whether it is made by a player or a club – leads to the same legal consequences with regards to the Addendum and the agreements between the parties under art. 4, para. 3 of the CBA (i.e. the separate remuneration the player is possibly entitled to receive for his participation in the club’s advertising campaigns): the Addendum is immediately and automatically terminated as well while the Arbitration Panel decides the consequences on the agreement in compliance with the general principles of Italian civil law.106

The most important violation of Contract by a club, which may lead to its termination by way of a decision of the Arbitration Panel, is probably the non- payment of a player’s salary.

This is such a sensitive issue that one entire article of the CBA is dedicated to it and, in particular, defines the concept of “late payment”, the steps a player needs to take in order to obtain the dissolution of the employment relationship with the defaulting club, and the amount of compensation due.

A player has cause to request the termination of his Contract in the following two cases: first, if his club has not paid him the fixed part of his monthly salary within 20 (twenty) days of the expiry of the term under art. 5, pars. 2 of the CBA, i.e. on the twentieth day of the next calendar month; second, if the club failed to pay him the variable part of his salary within the same afore-mentioned term. In both cases, the termination is subject to the player putting the club on notice, after the expiry of said deadline, by registered letter with return receipt, and a copy sent to the League in the same way.107

In case the player is registered on loan with the defaulting club, he must also send the notice under art. 13, para.1 above to the loaning club.

The Club can prevent the player from obtaining the termination of his Contract by paying him, by wire transfer, the outstanding amounts within 20 (twenty) days of receipt of the above-mentioned notice by registered letter.

Once the time-limit has elapsed, the player may file a claim with the Arbitration Panel no later than the 20th of June of the sporting season underway at the time of the filing of the request for termination. The club has the right to take part in the subsequent proceedings in compliance with the regulations of the Arbitration Panel (“Arbitration Regulations”).108

If the Arbitration Panel declares the termination of the Contract, the Player shall have the right to receive from the club compensation for damages in an amount equal to the fixed part of the salary still outstanding until the natural end of the Contract or until the date of signing (and entering into force) of a new employment contract or of an economic agreement with an LND club, if this occurs before the natural expiry of the Contract. In addition, the player shall be granted a further amount, to be determined at the Arbitration Panel’s discretion, upon request from the player, which takes into account the potential variable part of the player’s remuneration and collective bonuses, if already due and payable.109 Unlike in the case regulated by art. 11, para. 6 of the CBA, the termination of an employment contract of a player on loan entails the resumption of the original employment relationship with the loaning club only if the latter pays to the Player, within the mandatory term of 20 (twenty) days from the receipt of the decision, all the outstanding amounts due from the borrowing club. In addition, until the end of the ongoing sporting season, the loaning club shall have to pay the Player the potentially higher fixed part of the salary he was entitled to receive from the borrowing club under the terminated Contract. The loaning club shall then have the right of redress towards the borrowing club up to the amount paid to the player.110

The CBA defines a player’s unfitness and incapacity, which may also lead to Contract termination.111 They are both medical conditions that either render completely impossible the provision of sporting services by the player on a temporary or permanent basis – incapacity – or, although not implying such complete impossibility, does not permit the player to take part in training sessions other than functional recovery sessions – unfitness.

While incapacity must be certified by the competent Italian public health authorities, it is for the Arbitration Panel, upon a club’s request, to appoint a sports doctor or a sports medical centre to certify the unfitness condition of one of its players.

The legal consequences of these conditions on the player’s Contract depend on what caused them: player’s negligence or fault, or events beyond his control.

In particular, where incapacity or unfitness is due to the player’s gross negligence, the Italian general rules and principles on breach of contract apply and, therefore, the club may request the reduction of his salary or, in more serious cases, the termination of the player’s Contract.112

In any case, when the player’s unfitness due to illness or injury or his incapacity lasts for more than 6 (six) months, the club may submit the case to the Arbitration Panel to obtain the termination of the player’s Contract or the reduction of his salary by half from the date of the application until the end of the condition (and in any case not after the natural expiration of the same Contract). However, subject to the loss of such right, the application for contract termination or reduction of salary must be submitted while the condition is still ongoing.113

Lastly, should the illness or the injury cause the permanent incapacity of the player, the club shall have the right to immediately request to the Arbitration Panel the termination of the contract.114

6. National training compensation and solidarity mechanism

The FIGC provides for a domestic system of training compensation,115 which comprises a Preparation Bonus (“Premio di Preparazione”) under art. 96 FIGC NOIF, a Training and Technical Formation Bonus (“Premio di addestramento e formazione tecnica”) under art. 99 FIGC NOIF and a Career Bonus (“Premio alla carriera”) under art. 99bis FIGC NOIF.

The common rationale behind the three different bonuses is to compensate training clubs for their efforts in the training and development of a player.

In addition, a very recent reform adopted by the FIGC Executive Committee on 18.12.2018 has created an internal solidarity contribution of up to 5% of the transfer fee to be paid in case of national definitive transfers by professional clubs to the player’s former training clubs.116

According to art. 96, para. 1 FIGC NOIF, clubs requesting the registration of a (male or female) player as a Youth Player, young amateur or non-professional who in the previous sporting season was registered with a one-year registration bond as a youngster, shall pay the Preparation Bonus (“Premio di Preparazione”) to the training club/clubs in an amount calculated on the basis of a “parameter”117 – to be doubled in case of registration for clubs affiliated with the professional leagues – according to the specific coefficients indicated in a table included in the subsequent para. 5.

It is then specified that, for the purpose of the right to receive such bonus, only the last three clubs of amateur level (LND) or Serie C with which the player was registered in the previous five years are considered training clubs.118 Each training club is able to request 1/5 of the entire Preparation Bonus. In cases where only one club held the player’s registration for the entire period (five years), such club can claim the Preparation Bonus in full. The player’s registration for one entire sporting season is an essential condition for the training club(s) to be granted the Preparation Bonus.

Among other peculiarities, it is also worth noting that clubs belonging to the LNPA and the LNPB are not entitled to the Preparation Bonus unless the request relates to clubs belonging to the same leagues. This also applies to women’s clubs belonging to or controlled by LNPA and LNPB clubs.

In the event that the parties do not directly settle the matter of the payment of the Bonus among them, they can seek redress before the FIGC Bonus Commission (“Commissione Premi”),119 which, if the claim is accepted, also condemns the debtor club to pay a fine to the FIGC in an amount of up to half of the unpaid Preparation Bonus. Such decision may be appealed against before the FIGC National Federal Tribunal – Economic Matters Division (“Tribunale Federale a livello nazionale – sezione vertenze economiche”).

As a last remark,120 it must be noted that the right to Preparation Bonus is subject to a short statute of limitation as it expires at the end of the next sporting season in which said Preparation Bonus fell due.

The second bonus provided for by the FIGC NOIF is the Training and Technical Formation Bonus (“Premio di Addestramento e Formazione Tecnica”).

Any time a non-professional player, i.e. a player registered for an amateur club, signs his first professional Contract, the club acquiring his sporting services is liable to pay such Bonus to the player’s last amateur club unless he was no longer registered with the latter at the time of the signing of such first Contract.121

In the event that a club belonging to LND is promoted to the professional Lega Pro (Serie C) championship and does not exercise its right to sign a professional Contract with one of its registered players, such club is nonetheless entitled to receive the Training and Technical Formation Bonus only if the same player signs his first professional Contract with another club before 30 September of the same sporting season.

The amount of the Training and Technical Formation Bonus cannot exceed what is indicated in the table named “Table B” provided by the same article.122 However, the professional and amateur clubs involved may agree on a reduced amount, provided that such agreement is drafted in written form and is filed with the FIGC Bonus Commission (“Commissione Premi”) within 90 (ninety) days of its conclusion.123

The relevant payment is then made via the professional League with which the registering club is affiliated according to the terms and methods established by the FIGC Federal Council (“Consiglio Federale”).124

Lastly, any dispute regarding the Training and Technical Formation Bonus is referred to the FIGC National Federal Tribunal – Economic Matters Division (“Tribunale Federale a livello nazionale – sezione vertenze economiche”).125

The Career Bonus (“Premio alla Carriera”) is addressed by art. 99bis FIGC NOIF for men’s football and by art. 99ter for women’s football.126

As to the men’s bonus,127 clubs affiliated to the LND and/or pure grassroots clubs are entitled to receive a lump sum equal to EUR 18,000 (eighteen thousand euros) for every year of training given to players registered as young or young amateurs upon the occurrence of one of the following alternative conditions:

a) when a player is fielded for the first time in a Serie A match, or;

b) when a player is fielded, as a professional, in an official match with the (Italian)128 National A team or Under 21 national team.

The Bonus is due only upon the condition that the player was registered with clubs affiliated to the LND and/or pure grassroots clubs for at least the sporting season that started in the year in which he turned 12 or in the following seasons and must be paid by the club with which the player is registered when one of the conditions under let. a) or b) above occurs or, if the player is loaned, from the loaning club. The Bonus must be paid to the training clubs before the end of the sporting season in which it fell due. In the event that the amateur club and/or grassroots club has already received from a professional club the Preparation Bonus or the Training and Technical Formation Bonus or a transfer fee, the relevant amounts shall be deducted from the total amount of the Career Bonus.

Upon request of the interested club, the amount of the Career Bonus is certified by the FIGC Bonus Commission. The payment of the Training and Technical Formation Bonus is also made via the League to which the debtor club is affiliated. Any dispute regarding its payment is referred to the FIGC National Federal Tribunal – Economic Matters Division (“Tribunale Federale a livello nazionale – sezione vertenze economiche”).

7. Judicial bodies

In Italy, every federation has to bring its Statute and justice regulations into line with the Code of Sports Justice of the CONI (the Italian Olympic Committee).129 To comply with such mandatory provision, the FIGC adopted its Statute and Code of Sports Justice with the decree dated 30 July 2014, adopted by an ad acta commissioner and approved with the resolution of the President of CONI n. 112/52 on 31 July 2014.130

The FIGC Code of Sports Justice has been recently amended and this update has also been approved by CONI, pursuant to its resolution n. 258 on 11 June 2019.131

The FIGC legal system (and more generally the Italian sports legal system, which is designed upon the above-mentioned CONI Code of Sports Justice) is inspired by and must comply with the principles of fair trial, equality of the parties, impartiality of the judges, reasonable duration of proceedings and the right to adversarial proceedings.132

As to the structure of the FIGC internal justice, the FIGC Code of Sports Justice provides for three categories of sports deciding bodies: sports bodies, which are competent to decide matters directly related to football, disciplinary bodies, that, instead, are competent to hear disciplinary cases in a broad sense and economic bodies, which rule upon economic matters between members.

In particular, on the one hand, the Sports Judges (both at territorial and national level) and the Sports Court of Appeal (both at territorial and national level) fall within the first category.133

The Sports Judges have jurisdiction over facts occurring during championships and competitions organised by the Leagues and the Youth and Scholastic Sector as well as over the regularity of matches with the express exclusion of facts relating to technical or disciplinary decisions adopted on the pitch by the referee or in any way reserved to the latter’s discretionary decision.134 The Sports Court of Appeal is the second instance body that decides over appeals against decisions passed by both Territorial and National Sports Judges.

On the other hand, the Federal Tribunal (both at territorial and national level), and the Federal Court of Appeal fall within the second and third category. The Federal Tribunals are first instance bodies entitled to hear cases, started by way of an act of referral by the Federal Prosecutor or by a claim of an interested party, on all facts of relevancy for the sports legal order that do not fall within the jurisdiction of the Sports Judges.135 In particular, the National Federal Tribunal decides, amongst others, on cases involving national competitions, resolutions issued by general assemblies of the FIGC, officials, referees, transfers, registration of players, economic disputes between clubs, Training and Formation Bonuses and Career Bonuses. It is divided into three divisions (Disciplinary Division, Registration Division and Economic Matters Division). Decisions issued by the Federal Tribunals can be appealed to the Federal Court of Appeal, which also has jurisdiction – amongst others – on cases of challenge of members of the Federal Tribunals and revocations as well as on requests of interpretation of Statutory and federal provisions.136

Both the Federal Tribunal and the Federal Court of Appeal can also issue provisional measures in cases where a party is able to demonstrate the risk of a severe and irreparable harm during the necessary period of time to reach a decision by each body.137 It is also possible to appeal before the Federal Court of Appeal against interim or procedural orders issued by the Federal Tribunal.

As a further remark, one of the peculiarities of the Italian sports legal system is the existence of the Federal Prosecutor Office, which is a body that performs investigating and prosecuting functions (with the exception of doping- related cases assigned to the CONI Antidoping Prosecutor Office) and is divided into national and three further interregional divisions.138

To conclude this general overview on the FIGC deciding bodies, it is worth noting that, once all the internal remedies are exhausted, under certain circumstances,139 it is possible to file an appeal against the final decision issued by an FIGC body with the CONI Sport Guarantee Committee (the so-called “Collegio di Garanzia dello Sport CONI”), which delivers an arbitral “informal” award.140

In cases of contractual disputes between players and clubs, the parties must submit the case to the Arbitration Panels (the so-called “Collegi Arbitrali”), which, although they are not proper FIGC dispute resolution bodies and are set up and managed by the Leagues instead, may be included in the present chapter due to their relevance.

Indeed, considering the great impact and huge numbers of employment- related disputes between clubs and players, the authors will briefly address hereinafter the arbitration procedure before the Serie A Arbitration Panel (hereinafter, the “Panel”).

According to art. 4, para. 5 of the Law 91/81, a player’s Contract may include an arbitration clause referring any dispute regarding its execution to an arbitration panel. Such clause may also specify the number of the arbitrators and the method of their appointment.

In application of such provision, pursuant to art. 21.1 of the CBA, a player’s Contract must contain an arbitration clause referring any dispute concerning its interpretation, implementation or termination, as well as any other matter in any way linked to the relevant employment relationship, to the Panel, which shall render an informal award.

Consequently, by signing the Contract, the parties undertake to definitively accept the jurisdiction of the Panel and its decisions in view of their common belonging to the sports legal system, in consideration of the obligations undertaken as a direct consequence of their registration (for players) and affiliation (for clubs) to the FIGC as well as in view of the special nature of the applicable regulations.141 In addition, the CBA provides for the minimum content of the regulations on the procedures before the Panel.142-143

In accordance with both the Law 91/1981 and the CBA, the employment contract of a Serie A player specifically recalls under its clause 4 the arbitration clause set forth by art. 21.2 of the CBA, while, under clause 5, it imposes on the parties the obligation to accept and comply with the FIGC Statutes and regulations and, in particular, with the arbitration clause under art. 30 FIGC Statutes as well as with any decision issued by the FIGC bodies and the Panel.

The “Regulations for the arbitration panels provided by the AIC-LNPA-FIGC Collective Bargaining Agreement concluded on 5 September 2011” signed in Rome on 23 March 2012 (hereinafter, the “Regulations” or “AR”) regulates the procedure before the Panels.144 The Regulations is composed of 9 (nine) articles, which include general, simple and effective procedural provisions.

The Panels are constituted in compliance with the provisions of art. 806, para. 2 of the Italian Civil Procedural Code (hereinafter, “CPC”), art. 4, para. 5 of the Law 91/81, and the Law 280/2003, as well as the CBA of which the Regulations form an integral part. Pursuant to art. 1.2 of the AR, the parties may substitute the Panel with a Sole Arbitrator to be jointly appointed.

The Panels perform dispute resolution functions and have jurisdiction over any disputes between clubs participating in Serie A and their contracted professional football players – including those related to the assessment and awarding of compensation for breach of contract – having exclusive regard to the relationships regulated by the CBA or the individual labour contract.145

It is then specified that the Panels have jurisdiction to decide the above-mentioned disputes only if, by the time the claim is filed, the club – which is a necessary party to the proceedings – is affiliated to the LNPA. Then, once the claim is filed, the relevant Panel remains entitled to hear the matter even if the club involved in the dispute does not take part in Serie A anymore.146

The proceedings before the Panels and their awards have an informal nature147 as per art. 808ter CPC.148 They are regulated not only by the Regulations and the CBA but, in order to fill any gaps, also by the provisions under Title VIII of Book IV of the CPC insofar as such provisions are compatible with the informal nature of the arbitration proceedings.

The Panels consist of three members, two of whom are appointed by the Parties in their respective submissions (Claim and Answer) while the third member, who acts as chairman, is appointed by the other two appointed arbitrators. Unlike in the past, when arbitrators and the president were chosen from a “closed list” created by the League and the Players’ Union, nowadays the parties have free choice on their appointment.

A Panel must be constituted upon acceptance of all its members within 15 (fifteen) days of receipt of the Response or the expiry of the deadline under art. 4.4 of the AR, i.e. 10 (ten) days from the receipt of the Response.

In case of lack of appointment or acceptance by the arbitrators, they are appointed, upon request of the most diligent party, by the State Judicial Authority in accordance with art. 810 CPC. The arbitrators so appointed must accept the task within 10 (ten) days of the decision of the State Judicial Authority by sending a communication to the parties.

By accepting the appointment, the arbitrators undertake to keep any information regarding the disputes confidential, including the issues at stake and the parties themselves. The arbitrators also have the obligation to refuse their appointment or withdraw from a case when there are reasons – arising out of any subjective, objective, employment or professional connection whatsoever to one of the parties or their counsels – that affect their independency or impartiality, or if a violation is ascertained, even in other arbitral proceedings, of their obligations under the Regulations, or in any cases that fall under art. 51 CPC.149

The parties also have the right to challenge arbitrators in the following three cases: (i) in cases provided for by art. 815 CPC;150 (ii) in case of violation by the arbitrators of the Deontological Code under art. 3.6151 of the AR and (iii) if the arbitrators refrained from refusing their appointment or withdrawing from a case, despite being obliged to do so under art. 3.2 of the AR.

As to the submissions of the parties,152 the Request of the Claimant and the Answer of the Respondent basically have the same content (personal and fiscal data of the parties, their domicile, the appointment of one or more attorneys, the appointment of the arbitrators, the express and unconditioned acceptance of the Regulations, a brief statement of facts and legal arguments, the indication of evidentiary measures and documents, the prayers for relief and the signature of the parties), while potential counterclaims may be included only in the Answer.153 It is noteworthy to mention that, failure to appoint the arbitrator, accept the AR, produce evidence and/or to personally sign the submission (or, in case of legal counsel, to provide him with a power of attorney specifically containing the right to appoint the arbitrator) shall cause the inadmissibility of the Request, while the lack of the complete personal data of the party, the appointment of a legal counsel via a special power of attorney and/or the explanation on the object of the dispute shall mean that the arbitration cannot proceed any further.

The Request, along with the relevant documents, shall be simultaneously sent to the Respondent at its/his address indicated in the employment contract by registered letter or similar means. Likewise, the Respondent shall communicate its Answer, within 10 (ten) days of receipt of the Request, to the Claimant in the same form.

Moreover, there are two types of procedures before the Panel: the ordinary and the expedited procedure.

As to the ordinary one,154 it is specified that the Panel may freely conduct the proceedings having regard to the parties’ right to be heard and right of defence. The procedure is in Italian language and must be concluded by way of an award to be issued within 60 days of the constitution of the Panel unless the parties require, under justified grounds of urgency, a reduction of such time-limit. It is also possible for the Panel to issue partial awards on specific matters. The Panel must preliminarily proceed to try to find an amicable solution to the dispute.

The expedited procedure155 implies that any time-limits provided by the Regulations are reduced by half. Such procedure is applied, upon request of one of the parties included in the Claim or in the Response, in case of disputes under art. 11 of the CBA (on breach of contract and penalty clauses) regarding: (a) an appeal against fines issued directly by a club; (b) the imposition of a fine in an amount higher than 5% of one twelfth of a player’s annual gross salary; (c) the temporary exclusion from training sessions issued directly by a club and (d) the procedure of reduction of the player’s salary under art. 11.4 of the CBA.

The expedited procedure is also applied, upon request of one of the parties included in the Claim or in the Response, in cases of disputes under art. 8.3, 12.2 and 13.4 of the CBA, as well as any other disputes in which the Panel, upon request of a party, discretionally finds the existence of a serious harm to one or both parties.

Lastly, the Regulations also provide for the fees of the arbitrators and costs of the proceedings and establish that, when deciding the disputes, the Panel must firstly apply the Contract, the CBA and the sporting rules, and – only on a subsidiary basis – the Italian Civil Code and the other state laws of Italy.156 It also clarifies that the award is immediately binding upon the parties from the date of its notification.

8. Conclusions

As noted by the authors in this article, transfers in Italy are over regulated. The yearly – if not monthly – layering of laws, provisions and their amendments does not facilitate the daily work of football stakeholders.

Unfortunately, some peculiar and positive aspects of the Italian system, such as the implementation of the Federal Prosecutor investigating on possible violations of the rules, or the full publication on the official FIGC website of all the regulations and their constant updates as well as all of the decisions issued by its sporting justice bodies with the respective grounds, risks being smothered by this web of complicated solutions.

In relation to transfers, the Leagues decided to implement standard Forms to regulate the market in a uniform way and for the equal treatment of all the parties. Some critics however consider that such bureaucratisation prevents the creativity of clubs and players in finding appropriate solutions to their needs, or prevents the flexibility that the market requires in some particular circumstances.

As to the Judicial Bodies, it is surely positive that there is division between the FIGC and the Leagues, with the former being competent to decide on disciplinary, economic and regulatory issues and the latter being set up as an efficient alternative system of dispute resolution providing its main members (clubs and players) with quick arbitration procedures via its Arbitration Panels. This separation of jurisdiction and further division by competence is certainly necessary in Italy, where the number of football disputes continues to be very high considering that, only from publicly available sources, it is possible to ascertain that during the season 2018/2019 the National Federal Tribunal – Disciplinary Division ruled upon around 250 cases, the National Federal Tribunal – Economic Matters Division decided around 180 matters and the two Courts of Appeals at national level (Federal Court of Appeal and Sports Court of Appeal) respectively issued 125 and 170 official communications containing an average of 2/3 awards each. A large number of them either directly arose from, or were connected to, transfer matters.

In this regard, the CBAs of each League provide undisputed high-level guidance and protection to the interests of all parties involved (including players transferring from abroad) as they are extensively negotiated every few years by the respective unions.

In light of the above, it is highly recommended that foreign professionals on their way to Italy are advised by counsels who are experts and are aware of the ongoing changes, in order to avoid running into any unexpected issues when trying to finalise their deal, and to protect their deal for future years.

FOOTNOTES

1 FIFA Big 5 Transfer Window Analysis Summer 2019 is available at: www.fifatms.com/wp- content/uploads/dlm_uploads/2019/09/Big5_Summer2019_20190911.pdf     (last     visited     on 30 September 2019).

2 Terms referring to natural persons are applicable to both genders. Any term in the singular applies to the plural and vice-versa.

3 On 17 April 2019, the FIGC, with its official communication n. 102/A, issued the new Intermediary Regulations (“Regolamento Agenti Sportivi”) in the context of an overall reformation of the system that started with the enactment of the specific legal provisions under art. 1, para. 373 of the Law 27 December 2017, n. 205, D.P.C.M. 23 March.2018 on the creation of a national register of sports intermediaries and the resolution n. 1596 of the CONI National Council dated 10 July 2018 which introduced the CONI Regulations on sports intermediaries (hereinafter, “CONI Regulations”). The new Intermediary Regulations are meant to replace the previous “Regolamento per i servizi di procuratore sportivo” in force as from 1 April 2015. Such new FIGC Intermediary Regulations were then amended on 16 May and, more extensively, on 10 June 2019 to fully comply with the CONI Regulations. Lastly, on 23 July 2019, the FIGC issued another Intermediary Regulations (“Regolamento Agenti Temporanei”) to regulate the activity of the intermediaries who gained the qualification to operate within the FIGC in the period between 31 March 2015 and 31 December 2017 and also created an ad-hoc register. Such Temporary Regulations will remain in force until 31 December 2019. The official communication by the FIGC regarding the amended FIGC Intermediary Regulations and the FIGC Temporary Regulations as well as the respective regulations are available at: www.figc.it/media/94295/137-modifica-regolamento-agenti-sportivi.pdf; www.figc.it/media/ 94297/137-all-a-modifica-regolamento-agenti-sportivi.pdf and www.figc.it/media/97891/33-registro- agenti-temporanei.pdf (all of them last visited on 24 September 2019).

4 In accordance with art. 9, para. 3 of the FIGC Statutes, which is available at: www.figc.it/media/ 55704/titolo_1_statuto_2014_comm_ad_acta_04-08-2014.pdf (last visited on 2 May 2019).

5 According to art. 1, para. 3, let. b) of its Statutes, available at: www.legaseriea.it/assets/ legaseriea/pdf/LEGA_STATUTO_REGOLAMENTO_VIGENTE_20180319.pdf (last visited on 2 May 2019).

6 According to art. 1, para. 3, let. c) of its Statutes.

7 Pursuant to art. 49 NOIF FIGC, although the Executive Committee of the FIGC on 30 January 2019 reduced the minimum number of teams for the future down to 18 (eighteen). The press release is available at: www.figc.it/it/federazione/news/il-consiglio-federale-d%C3%A0-il-via-alla-riforma- dei-campionati-dal-201920-la-serie-b-a-20-squadre/ (last visited on 7 July 2019).

8 According to art. 1, para. 1.3, point 1.3.b) of its Statutes, available at: https://s3-eu-west-1. amazonaws.com/legaseriebcontent/wp-content/uploads/2018/11/14121519/90-Allegato-al-CU- Statuto-LNPB.pdf (last visited on 2 May 2019).

9 As decided by the Executive Committee of the FIGC on 30.01.2019 that amended art. 49 of the FIGC NOIF. The press release is available at: www.figc.it/media/77333/49-modifica-art-49- noif.pdf?sfns=mo.

10 According to art. 1, para. 3, let. b) of its Statutes, available at: www.lega-pro.com/pdf/ Statuto_Lega_Pro.pdf (last visited on 2 May 2019).

11 According to art. 1 of its Statutes, available at: www.lnd.it/it/la-lnd/norme-e-regolamenti/621- regolamento-della-lnd/file (last visited on 7 March 2019).

12 The FIGC internal rules are available at: www.figc.it/it/federazione/norme/norme-organizzative- interne/ (last visited on 27 June 2019).

13 According to art. 94ter FIGC NOIF.

14 The standard form of the Economic Agreement between Serie D clubs and players is available at: www.assocalciatori.it/sites/default/files/attachment/pagina/Accordo%20Economico%20 serie%20D%202018-19.pdf (last visited on 2 May 2019).

15 FIFA DRC Decision, no. 191126 on 9 January 2009, TS Dubnica, Slovakia v. SS Manfredonia Calcio 1932.

16 FIFA DRC Decision, no. 96268b on 28 September 2006.

17 Information available at: www.lnd.it/it/la-lnd/i-numeri-del-calcio-dilettantistico (last visited on 7 March 2019).

18 The Law 23 March 1981, n. 91 is available at: www.gazzettaufficiale.it/atto/serie_generale/carica DettaglioAtto/originario?atto.dataPubblicazioneGazzetta=1981-03-27&atto.codiceRedazionale= 081U0091&elenco30giorni=false (last visited on 13 May 2019).

19 The CBA Lega PRO is available at: www.assocalciatori.it/sites/default/files/attachment/pagina/ Accordo%20Collettivo%20AIC%20-%20Lega%20Pro_0.pdf (last visited on 27 June 2019).

20 The CBA Serie A is available at: www.assocalciatori.it/sites/default/files/attachment/pagina/ Accordo%20collettivo%20AIC%20-%20Lega%20Serie%20A.pdf (last visited on 7 May 2019). On 6 July 2018, it was extended until 30 June 2019.

21 The CBA Serie B is available at: www.assocalciatori.it/sites/default/files/attachment/pagina/ Accordo%20Collettivo%20AIC%20-%20Lega%20Serie%20B.pdf (last visited on 7 May 2019).

22 For example, the regulations on intermediaries mentioned above.

23 The FIGC NOIF are available at: www.figc.it/it/federazione/norme/norme-organizzative-interne/ (last visited on 27 June 2019).

24 According to art. 3.1 of the CBA.

25 According to art. 3.2 of the CBA.

26 According to art. 3.3 of the CBA.

27 According to art. 3.6 of the CBA.

28 In Italy, unlike in other countries and differently from the provision of art. 2 of the FIFA RSTP, under art. 27 FIGC NOIF players are divided into three categories: “professionals” (art. 28 FIGC NOIF), “non-professionals” (art. 29 FIGC NOIF) and “young” players (art. 31 FIGC NOIF). Then “young” players are further divided into “young amateurs” (art. 32 FIGC NOIF) and “youth players” (the so-called “giovani di serie”, hereinafter, “Youth Players”), being the players aged 14-19 registered for professional clubs. The transfer of “non-professionals”, “young amateurs” and “Youth Players”, either on a definitive or temporary basis, are regulated under art. 100 and art. 101 FIGC NOIF.

29 This is in line with art. 1406 of the Italian Civil Code whereby every party can substitute a third party in bilateral agreements provided that the relevant obligations are yet to be performed and the second party gives its consent.

30 In civil law, provisions on assignment of contract are established in art. 1406 ff. of the Italian Civil Code.

31 Trib. Milano, 10 March 1955; Cass. Civ. No. 2085 on 4 July 1953.

32 LUSCHI E STANCATI, Aspetti fiscali della “cessione dei calciatori” con particolare riguardo al regime IRAP, in Rassegna Tributaria, 1999, 1742; Trib. Monza, n. 1507 on 9 May 2007.

33 CANTAMESSA, La Cessione di Contratto dei Calciatori Professionisti, in Lineamenti di Diritto Sportivo, Giuffrè Editore, 2008, 227 ff.; GALGANO, La Compravendita dei Calciatori, in Contratto e Impresa, 2001, 1 ff.

34 It is important to underline that, according to art. 95, para. 11 FIGC NOIF, the provisions regulating this system are of mandatory nature so that any clause found to be in contrast with them is null and void.

35 According to art. 95, para. 1 FIGC NOIF. Then, under its para. 2 and in compliance with art. 5, para. 3 FIFA RSTP, it is specified that in the same sporting season, players may be registered, either on a definitive basis or loan, with a maximum of three different clubs but, during such period, they will be eligible to play official games for only two of such three clubs.

36 Including LND, Youth Sector and Women’s Football Division.

37 According to art. 95, para. 8 FIGC NOIF, transfer agreements must be signed on one side by players and, in case they are under age, by a person exercising parental authority or legal guardianship and, on the other side by the clubs represented by those who are vested with the power to represent them at sporting/federal level.

38 Art. 95, para. 8 FIGC NOIF applies.

39 According to art. 95, para. 5 FIGC NOIF.

40 According to art. 95, para. 6 FIGC NOIF.

41 This provision goes beyond the scope of art. 18, para. 4 FIFA RSTP, which reads as follows: “The validity of a contract may not be made subject to a successful medical examination and/or the grant of a work permit”. The sanction of invalidity does not apply to transfer agreements.

42 According to art. 95, para. 13 FIGC NOIF, such bodies, in practice, keep one original copy of the above-mentioned agreements and take care of the registration variation. Under art. 95, para. 10 FIGC NOIF, it is also clarified that, in case of assignment of employment contracts, any provision regarding sporting seasons following the one in which the agreement is signed must be expressly inserted in the agreement as “particular clauses” and that Leagues, Divisions and Committees are instructed to evaluate the relevant economic terms at the beginning of each season for the purpose of issuing the Formal Approval.

43 According to art. 95, para. 13 FIGC NOIF.

44 According to art. 95, para. 15 FIGC NOIF. Pursuant to Italian law, whilst a “compensation” is the payment to the damaged party of an amount to restore the damages suffered from an illegitimate conduct or from an extra-contractual liability, an “indemnification” restores the position of the damaged party from a conduct which is authorised or not illegitimate. The practical consequences is that the amount paid to the damaged party is less than the total amount of damages suffered. 45 According to art. 95, para. 14 FIGC NOIF.

46 According to art. 95bis, para. 1 FIGC NOIF.

47 According to art. 95bis, para. 2 FIGC NOIF.

48 The inhibition and ban under art. 14 Code of sport Justice and a fine under art. 13 Code of Sport Justice.

49 According to the former version of art. 102, para. 3bis FIGC NOIF, in a player’s definitive transfer agreement the clubs were free to insert clauses providing for “performance bonuses” to be granted to selling clubs in addition to the transfer fee. The provision further mentioned the need for the parties to specify the criteria for calculating such bonus. An interesting case arose on the interpretation of the “performance bonus” clause included in the transfer agreement (i.e. in the Registration Variation Form) of the player Adem Ljajic entered into by ACF Fiorentina S.p.A. (“Fiorentina”) and AS Roma S.p.A. (“Roma”). As per such clause, Roma committed to pay Fiorentina the amount of EUR 1,000,000 upon the club ending the season in such a position in the Serie A table (or through the Italian Cup) enabling it to participate to the Group Stage of the Europa League. At the end of the 2015/2016 sporting season, Roma ranked third in the League, thus qualifying for the UEFA Champions League. After it was knocked out of the competition at the end of the preliminary round against FC Porto, in accordance with the relevant UEFA Regulations, it took part to the Group Stage of the UEFA Europa League. In view of the above-mentioned contractual clause, Fiorentina then requested the payment of the agreed “performance bonus” to Roma, which refused to make it, objecting that, as Roma had qualified to the UEFA Europa League only thanks to a defeat in the UEFA Champions League, the condition of the “performance bonus” clause was not met. The Federal Tribunal (C.U. n. 22/TFN-SVE on 31.03.2017 and C.U. n. 23/TFN-SVE on 05.05.2017), the Federal Court of Appeal (C.U. n. 146/CFA on 23.06.2017, C.U. n. 010/CFA on 06.07.2017 and C.U. n. 47/CFA on 09.10.2017) and, in the last instance, the CONI Sport Guarantee Committee (with its decision n. 3/2018 on 18.12.2017/12.01.2018) established that Fiorentina was entitled to receive the payment of the performance bonus as the will of the Parties was to make the payment subject to the result of the participation of Roma to the UEFA Europa League (Federal Tribunal’s opinion) or just considering the final ranking of the Italian championship (Federal Court of Appeal’s opinion). These decisions are worth-mentioning as they clarified the concept of “performance bonus” (not strictly linked to a player’s sporting performance) and reaffirmed major legal principles on how to construe contractual provisions according to Italian law.

50 The Registration Variation forms issued by the LNPA is basically identical to the one issued by the LNPB.

51 Its full name, identification number, legal seat, indication whether it was assisted by an intermediary and, in the affirmative, his name, surname and registration number.

52 His name, surname, residence, address, citizenship, registration number and indication whether it was assisted by an intermediary and, in the affirmative, his name, surname and registration number.

53 The same information of the transferee club.

54 There are fewer options to tick: the parties shall indicate whether the transfer is on a definitive basis or on loan. In the second case, it must be specified whether the borrowing club has a right of option, if the loaning club has a right of counter-option and the right to withdraw from the loan agreement.

55 Whose main limitation is the so called “(sporting) justice restriction” (“vincolo di giustizia (sportiva)”) according to which a member of FIGC can open a case before the ordinary tribunals, either civil or criminal, only for serious reasons and after having received a formal authorisation from Federal Council of the same FIGC. Any violation to such compulsory precondition leads the offending party to be disciplinary sanctioned by FIGC.

56 As an example of a case concerning the domestic transfer of a player, we can quote the one brought by ACF Fiorentina S.p.A. (“Fiorentina”) against AC Perugia Calcio S.r.l. (“Perugia”) and Atalanta BC S.p.A. (“Atalanta”) regarding the transfer of the player Gianluca Mancini. After Fiorentina transferred Mr Mancini to Perugia on a definitive basis – agreeing on a sell-on clause for the 50% on any amount Perugia would have received by a third club for the future transfer of the player – Perugia transferred the player to Atalanta for a total consideration of EUR 200,000 and paid half of such amount to Fiorentina. However, the latter claimed that Perugia and Atalanta mutually agreed to set the player’s transfer fee to an alleged very low and unrealistic amount for the purpose of limiting the impact on Perugia of the sell-on and to conclude in the same registration period a transfer of another player, namely Mr Santopadre, whose value was, on the contrary, established at an extremely high amount. Although, according to the federal deciding bodies, Fiorentina filed plenty of proof of such alleged simulation of transfer fee, it failed to convince both the Federal Tribunal and the Federal Court of Appeal, which dismissed its claim by raising the difficulty for a judging body to assess the “real value” of a player at a determined date (reference is made, respectively, to the C.U. 10/TFN-SVE on 18.12.2018, C.U. n. 15/TFN-SVE on 6 March 2019 and C.U. n. 88/CFA on 11.04.2019, C.U. n. 98/CFA on 08.05.2019). After the filing of an appeal with the CONI Sport Guarantee Committee, the Parties signed a settlement agreement, which was acknowledged in the relevant decision (n. 55/2019 on 23 July 2019).

57 The transfer fee may be paid in instalments within a maximum period of five sporting seasons for LNPA clubs and of three seasons for LNPB clubs.

58 As to Youth Players, there are less options compared to the ones commented above: in case of a definitive transfer, it is not possible to grant to the transferor any right of option, while, in case of temporary transfer, there is no room for both an obligation on the transferee club to acquire the sporting services of the player on a definitive basis and for its right to prolong the duration of the loan.

59 In particular, under D.M. 18 February 1992, n. 7, art. 7 Law 91/81 and D.M. 13 March 1995.

60 For what concerns the season 2019/2020, these rules are fully explained in the C.U. FIGC n. 117/A on 16 May 2019 from its page 9 onwards, which is available at: www.figc.it/media/88473/ 117-termini-e-disposizioni-regolamentari-tesseramento-professionisti-2018-2019.pdf (last visited on 29 June 2019).

61 The season 2014/2015 was the last one when “co-ownership” agreements were in place. The relevant communication on the ending of “co-ownerships” and the amendment of art. 102bis NOIF FIGC is available at: www.figc.it/figclegacyassets/assets/contentresources_2/contenutogenerico/ 90/c_2_contenutogenerico_2524401_strillocomunicatoufficiale_lstallegati_0_upfallegato.pdf (last visited on 30 June 2019).

62 This instrument caused interesting consequences when faced with international rules. For instance, in the matter enrolled as CAS 2014/A/3701 Genoa Cricket and Football Club S.p.A. v. AC Sparta Praha, the Panel decided to grant a foreign club its sell-on fee on 50% of the Player’s overall value when the latter was federatively transferred using a “co-ownership”, although the same Player always physically remained at the selling club. This award is available at: https://jurisprudence.tas- cas.org/Shared%20Documents/3701.pdf (last visited on 29 June 2019).

63 Stamps of the clubs and signature of their legal representatives, on the one side, the signature of the player or, if he is under age, of his parents or legal guardians, on the other.

64 See art. 103bis, para. 1 and 2 FIGC NOIF. As recalled above, according to the Italian regulations, in the first case, reference is made to the “assignment of a [professional] employment contract” while in the second case the reference is to the mere “transfer of a Youth Player”.

65 The payment can be in favour of either the loaning club or the borrowing club. See art. 103bis, para. 2 FIGC NOIF.

66 See art. 103bis, para. 3 and 4 FIGC NOIF.

67 For what concerns the season 2019/2020, FIGC issued the C.U. FIGC n. 117/A on 16 May 2019 by which, for instance, Options – Counter-Options could   be   only   exercised   between 17-19 June 2019 for Options and 20-22 June 2019 for Counter-Options and Loan Withdrawals Forms could be filed only from 1 July 2019 until 16 August 2019. All documents are available at: www.figc.it/media/88473/117-termini-e-disposizioni-regolamentari-tesseramento-professionisti- 2018-2019.pdf (last visited 29 June 2019).

68 See art. 105 FIGC NOIF. Pursuant to art. 1351 of the Italian Civil Code, a preliminary contract is null and void if not concluded in the same legal form of the definitive ones to which they pertain. According to art. 2932 of the Italian Civil Code, if a party does not fulfil its obligation to conclude a definitive contract, the non-defaulting party can obtain a decision producing the same effects of the non-concluded definitive contract but, if the preliminary contract relates to creation or assignment of a right, the non-defaulting party also needs to perform its counter obligation or to offer to perform it to the defaulting party.

69 Pursuant to art. 105, para. 1 FIGC NOIF.

70 Pursuant to art. 105, para. 2 FIGC NOIF

71 According to art. 4 of the CBA, employment contracts must be made in writing under penalty of nullity.

72 Available on the website of the Italian Players’ Union “AIC” at the following link: www.assocalciatori.it/sites/default/files/attachment/pagina/Contratto%20Tipo%20Lega%20 Serie%20A.pdf (last visited 29 June 2019).

73 In particular, art. 2.1 and 2.2 – regarding the form of the Contract and clauses restricting the freedom of the player after the termination of his employment contract with a club – and art. 3.1 and 3.4 – on the obligation for clubs to file Contracts with the LNPA for its onward transmission to the FIGC to obtain the latter’s authorisation – apply.

74 According to art. 5, para. 1, second part of the Law 91/81, clubs and players are allowed to enter into subsequent employment contracts (i.e. they can renew the contract, sign new ones etc.).

75 Pursuant to art. 2, para. 2 of the CBA.

76 At the bottom of the first page of the Contract, under the fixed part of the remuneration, the parties shall also indicate the gross amount the player is entitled to receive for his participation in the club’s advertising initiatives. The parties usually consider such amount included in the fixed gross amount. If not, clubs and players are free to sign separate agreements regarding the players’ image rights.

77 According to art. 4.1 of the CBA.

78 Lower amounts are provided for under art. 4.1 of the CBA Serie B and art. 6.6 of the CBA Serie C.

79 In such case, it is common for clubs to specify the meaning of “appearance”, i.e. to establish a minimum period of time (for example 45 minutes) that the Player has to play for the purpose of considering that game participation as an official appearance.

80 According to art. 4.2 of the CBA. The same applies also to Serie B players (as per art. 4.2 of the CBA Serie B) and Serie C players (as per art. 6.2 and 6.3 of the CBA Serie C). However, during the summer transfer window 2019, several Italian clubs also specified the amount of the net salary of the player next to the gross sum. This is because  the so-called  “Decreto  Crescita” (Law 28 June 2019, n. 58) introduced important tax benefits for players who moved to Italy after having been resident abroad in the previous two tax periods; as the application of such beneficial tax regime was subject to conditions, clubs and players wished to avoid any misunderstanding about the equivalence between gross and net amounts.

81 Actually, there are 4 different tables covering all the 20 Italian regions in view of the different amount of local (regional and municipal) taxes to be added to the net salary of the player. The tables are available at: www.assocalciatori.it/normativa/professionisti (last visited on 29 June 2019).

82 According art. 4.6 of the CBA. The same applies also to Serie B players (as per art. 4.2 of the CBA Serie B) while, under art. 6.6 of the CBA Serie C, only the fixed part of the player’s salary may vary depending of the championship/competition to which the club participates.

83 According to art. 4.6 and 4.7 of the CBA. The relevant table is available at: www.assocalciatori.it/ sites/default/files/attachment/pagina/Tabella%20minimi%20Serie%20A.pdf   (last    visited    on 29 June 2019).

84 According to art. 5.1 of the CBA. The same provision applies to Serie B players (as per art. 5.1 of the CBA Serie B) and to Serie C players (as per art. 7.1 of the CBA Serie C although the provision is shorter and less specific).

85 According to art. 5.2 of the CBA Serie B, in the absence of any particular provision in the Contract or the Addendum, the variable part fell due to the player within the first round shall be paid with the first monthly instalment following the end of such round; the variable part fell due to the player after the end of such round shall be paid with the monthly instalment of June.

86 For the sporting season 2019/2020 the FIGC established such terms in the club licensing system in the C.U. n. 29/A dated 18 December 2018, recently amended by the C.U. n. 86/A dated 2 April 2019, which are available at: www.figc.it/media/73159/1-manuale-licenze-nazionali_serie-a-2019- 2020.pdf and www.figc.it/media/84374/86-integrazione-manuale-licenze-nazionali_serie-a.pdf.

87 Clause 2.2 (limits to option agreement), clause 3.1. – 3.5. (obligation to file the Contract and the Addendum); clause 3.4. and 3.6. (need for approval of the Contract and the Addendum; consequences and indemnity in case of failure); clause 5.1. (all-inclusive nature of salary); clause 8.1. and 8.2. (prohibition of performance of other sports activities or different activities, if incompatible); clause 9.2. (“Clubs and players are required to strictly comply with the provisions of state laws, CONI and FIGC regulations on health protection and the fight against doping. The Player must undertake periodical and/or preventive medical tests and checks, including blood/urine tests arranged by the club, CONI and FIGC for the implementation of anti-doping tests and the best protection of their health”); clause 11.1. – 11.7. (breach, penalty clauses, warning, fine, salary reduction, exclusion from training sessions and camps, termination); clause 13.7 – 13.9 (consequences of termination on temporary transfers and co-ownerships); clause 15.1. – 15.7. (incapacity, unfitness, duration, effects and causes); clause 16.4 (waiver by the insured player of any claim for damages against the club due to injury); clause 16.6. – 16-7. (obligations of communication and denunciation); clause 16.8 (obligation to undergo official medical examination). In addition, the parties also undertake to comply with future collective bargaining agreements.

88 In the case enrolled as CAS 2015/A/4352-4353 Mauro Matías Zarate & Club Átletico Velez Sarsfield v. S.S. Lazio S.p.A. the Panel was faced with an interesting interaction between two decisions respectively issued after a procedure firstly opened at Italian level before the Arbitration Panel provided by the Contract and after a parallel procedure recently opened before FIFA DRC. The Panel acknowledged that the decision issued by the domestic Arbitration Panel had already established the (non) validity of the termination of the Contract by the player.

89 This duty to sign specific clauses of the Contract twice derives from art. 1341, para. 2 of the Italian Civil Codes whereby particular clauses of general conditions drafted by one of the parties have no effect if not specifically approved. In this case, if the player is under 18, both his parents or a person exercising parental authority or legal guardianship need to sign the Contract and the Addendum.

90 In accordance with art. 3.1 of the CBA.

91 The concept of just cause is intended by art. 2119 of the Italian Civil Code as any cause which does not allow further the continuation of the relationship between the parties.

92 The so-called “incentivo all’esodo”, which is an amount offered by the employer whose scope is to “convince” the employee to mutually terminate the employment relationship. The employer’s advantage is that social charges do not accrue on these amounts and their taxation is also reduced in comparison with standard remunerations.

93 Reference is made to art. 2113 of the Italian Civil Code.

94 Article 117 FIGC NOIF has been amended by the C.U. FIGC n. 155/A on 27.06.2019, which is available at: www.figc.it/media/96611/155-modifiche-noif-artt-101-102-103-103bis-105

-110-117.pdf.

95 The other sanctions are (from the most lenient to the most severe): written warning, fine, salary reduction and temporary exclusion from training sessions or pre-season preparation with the first team. According to art. 11.2 of the CBA, a written warning is a formal notice to the player requesting him to refrain from the same contested conduct. As per art. 11.3 of the CBA, a fine is a contractual penalty the amount of which is proportional to the seriousness of the infringement and in any case cannot exceed 25% (twenty-five percent) of the player’s gross monthly salary. In the event of multiple infringement in the same month, the fine cannot exceed 50% (fifty percent) of his gross monthly salary. The club may directly impose on the player a written warning and a fine (if the amount is not higher than 5% of one-twelfth of the fix part of his salary) within the mandatory period of 20 (twenty) days from knowledge of the infringement and provided that it gives a written notice to the player, granting him the right to be heard in the following 5 (five) days. In case of direct application of the sanction by the club, the player may file an appeal against such decision within 15 (fifteen) days of its communication. The Club may also directly impose on the player a temporary exclusion from trainings/preparation by way of a provisional order provided that it simultaneously open a procedure before the Arbitration Panel to have such order scrutinized by the Panel. In the context of such procedure, the player can also ask for his reintegration within the club’s first team or the termination of his employment contract. Lastly, according to art. 11.4 of the CBA, it is specified that the salary reduction has the function to compensate damages incurred by the club and to restore the balance of the contractual relationship. Provisions on its quantification and limits are set forth under art. 11.4, point (i), (ii), (iii) and (iv).

96 Pursuant to the second part of art. 11, para. 5 of the CBA.

97 According to the last paragraph of art. 11, para. 1 of the CBA.

98 Pursuant to the first part of art. 11, para. 5 of the CBA.

99 The Player has the obligation to notify the loaning club of the termination.

100 According to art. 12, para. 1 of the CBA.

101 The reference is to art. 11.1, which explicitly provides for the disciplinary sanction of the temporary exclusion from training sessions or pre-championship preparation with the first team in case of breach by the Player of his obligations towards the Club.

102 According to art. 12, para. 2 of the CBA.

103 Amongst leading cases regarding this type of violation: Goran Pandev / SS Lazio SpA, Arbitration Panel award dated 23 December 2009 (termination of Contract); Christian Manfredini / SS Lazio SpA, Arbitration Panel award dated 9 April 2010 (reintegration of the player within the first team).

104 Pursuant to art. 12, para. 4 of the CBA.

105 This occurred in a recent case opposing the player Michelangelo Albertazzi to the club Hellas Verona FC, Arbitration Panel award dated 4 January 2018.

106 In this sense, the provision under art. 12, para. 7 of the CBA is a mere repetition of the first para. of art. 11, para. 5 of the CBA.

107 Pursuant to art. 13, para. 1 of the CBA.

108 Pursuant to art. 13.4 and 13.5 of the CBA.

109 According to art. 13.6 of the CBA.

110 Pursuant to art. 13, para. 6 of the CBA.

111 Under art. 15, para. 1, let. a) and b) of the CBA.

112 According to art. 15, para. 7 of the CBA. 113 According to art. 15, para. 4 of the CBA. 114 As per art. 15, para. 6 of the CBA.

115 Training compensation at international level is regulated under art. 20 and Annex 4 of the FIFA RSTP.

116 This solidarity contribution shall need to be drafted, approved and finally inserted as a new provision of article 102 of the NOIF FIGC but, so far, it has not been implemented yet. The press release in this regard is available at: https://figc.it/media/72720/cf_stampa-18-dicembre-2018.pdf (last visited on 7 July 2019).

117 The FIGC establishes that such parameter be updated at the end of each sporting season. According to the C.U. FIGC n. 20 of 19 July 2018, as of 1 July 2018, it amounts to EUR 553.00 (five hundred and fifty-three euros). Said C.U. is available at: www.figc.it/figclegacyassets/assets/ contentresources_2/contenutogenerico/680/c_2_contenutogenerico_2543091_ strillocomunicatoufficiale_lstallegati_0_upfallegato.pdf (last visited on 7 July 2019).

118 This is the result of a recent reform pursuant to C.U. FIGC n. 152/A on 24 June 2019. Previously, only the last two clubs in the previous three years had the right to receive such compensation as training clubs.

119 The rules of the procedure before the FIGC Bonus Commission are described under art. 96, para. 3 FIGC NOIF.

120 According to art. 99, para. 4 FIGC NOIF.

121 According to art. 99, para. 1 in conjunction with the subsequent para.1bis FIGC NOIF.

122 For instance, the Bonus is EUR 93,000 for under 21 players from Serie D being registered with Serie A clubs and EUR 62,000 in case the same players are registered for Serie B clubs whilst, for players between 22 and 25 years old, it amounts to EUR 83,000 and EUR 41,500 for Serie A and B clubs respectively.

123 According to art. 99, para. 2 FIGC NOIF.

124 Pursuant to art. 99, para. 3 FIGC NOIF.

125 Under art. 99, para. 5 FIGC NOIF.

126 Compared to the male Bonus, the main differences of the female bonus are the following: i) the lump-sum is set at EUR 2,000 (two thousand euros) per year of training; ii) the only condition for women’s clubs to receive said Bonus is that the player is fielded for the first time in an official match of the Women’s Italian National A team; iii) women’s clubs are not entitled to the Bonus if they are affiliated with the LNPA or LNPB, unless the request regards clubs belonging to the same league.

127 According to art. 99bis, para. 1 FIGC NOIF.

128 By its decision n. 36/2018 in the case “Delfino Pescara 1936 S.p.A. v. FIGC & U.S.D. Canaletto Sepor”, the CONI Sport Guarantee Committee (“Collegio di Garanzia dello Sport CONI”), eventually clarified that the reference should be made exclusively to the Italian national teams and to Italian Serie A championship.

129 According to art. 64, para. 2 of the CONI Code of Sports Justice.

130 The FIGC Statutes and Code of Sports Justice were attached to the C.U. FIGC n. 36/A dated 1 August 2014, available at: www.figc.it/figclegacyassets/assets/contentresources_2/ contenutogenerico/98/c_2_contenutogenerico_2525086_strillocomunicatoufficiale_ lstallegati_0_ upfallegato.pdf (last visited on 7 July 2019).

131 The updated text is available at: www.figc.it/it/federazione/norme/codice-di-giustizia-sportiva/ (last visited 7 July 2019).

132 In this sense, reference is made to both art. 33 of the FIGC Statutes and art. 44 of the FIGC Code of Sports Justice.

133 Under art. art. 64 of the FIGC Code of Sports Justice, the National Sports Judges are competent for national championships and competitions and sporting activities organized by the LND while the Territorial Sports Judges assess cases regarding territorial competitions and under art. 69 of the FIGC Code of Sports Justice the Sports Court of Appeal is their second instance body.

134 According to art. 65 of the FIGC Code of Sports Justice.

135 According to art. 79 ff. of the FIGC Code of Sports Justice.

136 According to art. 98 of the FIGC Code of Sports Justice.

137 According to art. 96-97 and 107-108 of the FIGC Code of Sports Justice.

138 According to art. 116 of the FIGC Code of Sports Justice.

139 According to art. 54 of the CONI Code of Sports Justice, decisions on doping matters as well as decisions that lead to sporting sanctions with a duration of less than 90 (ninety) days or economic sanctions until the amount of EUR 10.000 (ten thousand euros) are not subject to such final appeal. Appeals can be filed only against violations related to rules of law (i.e. not on the pure merits of the case) or for lack of insufficient explanation on a decisive part of the dispute.

140 In the Italian legal system, there are two types of arbitrations: a “formal” and an “informal” arbitration. The most important differences between formal and informal arbitration concerns the effects and the enforceability of the relevant awards as well as ways, reasons and procedures to appeal them. For instance, according to art. 824bis of the Italian Civil Procedural Code the award issued at the end of a formal arbitration has the same legal effects of a decision issued by the state authority. Therefore, the parties may open the procedure under the following art. 825 to render it executive within the territory of Italy and to enforce it. Conversely, the parties may also opt for an “informal” arbitration at the end of which the award shall have the same effects of a contract between them.

141 Pursuant to art. 21.2 of the CBA.

142 Under art. 21.3 of the CBA.

143 Such regulations outline the methods of referring disputes and the relevant time-limits, the procedure for the appointment of the arbitrators and the chairman, the procedural formalities regarding measures of inquiry, filing of documents and submissions, the time-limit within which the award shall be issued, possible extension of such time-limit and its communication to the parties and, lastly, the criteria to calculate the arbitrator’s fees, where provided in the regulations.

144 If a professional player plays in Serie B by the time the dispute arises, the regulations for the arbitration panels Serie B apply. Such regulations are available at: www.assocalciatori.it/sites/ default/files/attachment/pagina/Regolamento%20CA%20AIC%20-%20Lega%20Serie%20B.pdf (last visited on 7 July 2019). The main difference is that the arbitrators appointed by the parties can only be lawyers or retired judges whilst the president of the arbitration panel of Serie B can be chosen only from a “closed list” composed of 4 (four) names jointly indicated by the League and the Players’ Union.If a professional player plays in Serie C by the time the dispute arises, the regulations for the arbitration panels Serie C apply. Such regulations are available at: www.assocalciatori.it/sites/ default/files/attachment/pagina/Regolamento%20CA%20AIC%20-%20Lega%20Pro.pdf (last visited on 7 July 2019). In these cases, the Panel are composed only by arbitrators listed in a “closed list” created by the League and the Player’s Union.

145 According to art. 1.3 of the AR.

146 Pursuant to art. 1.4 of the AR.

147 As recalled by art. 1.5 of the AR.

148 The difference between formal and informal arbitrations will be addressed below.

149 This article provides for some special circumstances at the occurrence of which a state court judge must refrain from deciding a case. It is thus used in an analogic way with regards to arbitrators. 150 This article provides for some other circumstances at the occurrence of which an arbitrator may be challenged by a party in the context of a formal arbitration procedure.

151 These are further criteria to make sure that the arbitrators are professional, independent, impartial and conduct themselves with the utmost transparency and confidentiality.

152 According to art. 4 of the AR.

153 In such case, the Claimant has the right to file its Response to counterclaim within a further 10 (ten) days from the notification of the Answer containing the counterclaim.

154 Under art. 5 of the AR.

155 Under art. 6 of the AR.

156 According to art. 7 and 8 of the AR.

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