Summary
The courts of the Member State in which a company has its seat (i.e., in the present case, Luxembourg) do not have exclusive jurisdiction, pursuant to Article 22 No 2 of Regulation (EC) No 44/2001, over an action aimed at declaring unenforceable vis-a`-vis the company’s creditors – and, as a consequence, to revoke – the deeds whereby the shareholders of said company have contributed to the latter the ownership of certain real estate located in Italy, since said action does not concern the validity, the nullity or the dissolution of said company. As a consequence Italian courts have jurisdiction if the shareholders named as defendants are domiciled in Italy. Pursuant to Article 25 of Law No 218/1995, the law applicable to the relevant action paulienne (azione revocatoria) is not to be determined with reference to the law of incorporation of the company but to the law applicable to the contract pursuant to which the ownership over the real estate has been transferred and which is eventually the object of the possible revocation. Therefore, pursuant to Article 4(3) of the Rome Convention of 19 June 1980, the applicable law is the law of the country where the real estate is situated (i.e., in the present case, Italy).