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This question was closed without grading. Reason: Answer found elsewhere
Nov 12, 2015 10:53
8 yrs ago
5 viewers *
Italian term

atti (in context)

Italian to English Law/Patents Law (general) articles of association
An interesting one – or at least I think so. Part of a statuto, under the poteri di gestione:

“La gestione dell’impresa spetta all’organo amministrativo, il quale compie le operazioni necessarie per l’attuazione dell’oggetto sociale, esclusi gli atti che la legge ed il presente statuto riservano ai soci”.

I’m looking at ‘operazioni’ and ‘atti’ (I had choose one for forum purposes, so I put ‘atti’). ‘Operazioni’ here covers a variety of things to be done. As the sentence is drafted, ‘atti’ must by definition come under the umbrella of ‘operazioni’ (basically, the governing body can do anything in order for the company to achieve what it’s been set up to do, unless it’s something that needs the shareholders’ blessing). But it doesn’t just mean one specific type of ‘operazioni’ – it could be hiring and firing, deciding how much to pay someone, deciding to merge etc.

So I’m considering using ‘steps’ for both terms (or ‘steps’ and then ‘save for those reserved….’), with the view that this would not be misleading. Any views anyone?
Proposed translations (English)
4 +2 deeds
4 +1 acts
5 measures
5 actions
4 within the powers - intra vires (lat.)

Discussion

Joanna M Cas (X) (asker) Nov 25, 2015:
Hi Jim - noted, tho as I said before I posted the entry to try to work out whether, regardless of what term I used, it could be used for both.
James (Jim) Davis Nov 25, 2015:
Just before you close :-) I'm not sure you would find "steps" in the formal legal language of a law, articles of association or a contract. I would use it in a financial report or in board minutes. You said this is part of a statuto. The standard off-the-peg UK articles of association doesn't use the word.
Joanna M Cas (X) (asker) Nov 24, 2015:
Post closing: Ever grateful for input here, I’m going to be brave and mark answer found elsewhere, which means that no-one gets any points: sorry. I had hoped to prompt a discussion about whether the same term could be used for both operazioni and atti, or whether anyone thought that different terms should be used, believing that the two were mutually exclusive in some way. In the event, an Italian lawyer reported that ‘nel contesto operazioni e atti sono sinonimi’, so I used the same term.
James (Jim) Davis Nov 16, 2015:
On operations Some people translate "operazione" with "transaction" as a knee-jerk reaction. Most of the time it works well, but there are exceptions. One is "operazioni di rifinanziamento principale" by the European Central bank which are famously "principal refinancing operations". However, a transaction generally has to be an exchange involving money and of course some "operazioni" are much more than this and at times may not even involve a transaction at all. Of course one exception is the operazione di cartolarizzazione, which is termed a "securitisation transaction". Just why such a complex operation which can involve thousands of sales and purchase transactions is called a single "transaction" beats me but there it is. And then there are the Attività non correnti possedute per la vendita e attività operative cessate which are non-current assets held for sale and discontinued operations (IFRS 5).
Adiel Stephenson Nov 14, 2015:
The management of the company is the responsibility of the administrative board/board of directors, which carries out the operations necessary for realising the objectives of the business, with the exception of the "decisions and measures" that are reserved for the shareholders by the law or these bylaws/statutes.

Don't use "deeds"....
Joanna M Cas (X) (asker) Nov 12, 2015:
For example – if anyone’s still interested! – I’ve now on a statuto for a different company, which says:

"L’amministratore unico….. compie tutte le operazioni necessarie per l’attuazione dell’oggetto sociale, esclusi quelli che per legge or per statuto sono devoluti all’assemblea."

I’m perfectly aware that this is a totally different document and that my decision cannot be based solely on this, but in my view in terms of the concept we're dealing with it does point to ‘atti’ (in my problem sentence) simply being part of the ‘operazioni’, suggesting that the same word can be used for both without being misleading.
Joanna M Cas (X) (asker) Nov 12, 2015:
Tx Thomas for your input. Whatever ‘atti’ refers to, the decision to be made is whether it necessarily needs a separate term in En from that used for ‘operazioni’. As you say, it’s loose use of language. I'm not convinced that reserving 'acts' to shareholders sounds natural enough in En to be immediately understood. (I’m still not convinced that ‘steps’ for both would be misleading. If, instead of 'esclusi gli atti', the author had put 'escluse quelle riservate', I think he'd have got the result he intended, and it's not clear to me why he chose to use a different term, although fact is, he did.)
Joanna M Cas (X) (asker) Nov 12, 2015:
Hi Cedric & tx for your input: (i) so you're working on the basis that 'atti' definitely need distinguishing from 'operazioni', not because they are reserved to the shareholders but because of their very nature? (ii) deeds in the sense of documents: sounds a bit odd, in En, reserving that type of deed to the shareholders, one reason being yes, they'd look at them, but not actually sign them themselves.

Proposed translations

+2
7 mins

deeds

I would use operations for operazioni here and deeds for atti, as they can be either documental in nature or actual actions taken by the shareholders. Hiring firing, etc. They will always be accompanied by a document. These are the standard usages as I know them. Steps is clever, but might be misconstrued. Nevertheless. It is always your choice and yours alone what you put into your translations.
Peer comment(s):
agree Anca Malureanu : the meaning of actions (issue of documents is included)
23 hrs
agree Peter Cox
1 day 20 hrs
Something went wrong...
+1
48 mins

acts

I think it's a case of a loose use of language here, so I don't think you need to over-complicate matters.

I would assume these atti refer to the conclusion of transactions over a certain limit, the establishment of branch offices, the sale or acquisition of business units: basically the more important decisions in the life of the company.

If you have a look at the following google search the clauses from the documents generated largely coincide in terms of meaning with your own:
https://www.google.co.uk/search?q="esclusi quelli che la leg...
Peer comment(s):
agree Alison Kennedy : I would say acts and transactions
4 mins
Something went wrong...
1 hr

within the powers - intra vires (lat.)

According to the Oxford Dictionary of Law (2015), the inter vires - describing an act carried out by a body that is within the limits of the powers conferred on it by statute or some other constituting document.

esclusi gli atti che la legge ed il presente statuto riservano ai soci - except for those actions the shareholders take intra vires/within their powers
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1 day 11 hrs

measures

Because it's the only one that's English and fits. Actions or acts would also be alright, steps is too colloquial for a set of bylaws like this.
Something went wrong...
4 days

actions

This is from the standard articles of association offered by companies house UK
4. Shareholders1 reserve power
4.1. The Shareholders may, by Special Resolution, direct Directors to take, or
refrain from taking, specified action.


http://www.howtolaw.co/the-rights-powers-and-liabilities-of-...

Shareholder actions requiring unanimous assent
In addition, there are certain types of actions that shareholders may take if all entitled shareholders agree unanimously. These actions include:

authorising dividends
approving a discount scheme
the acquisition by the company of its own shares


--------------------------------------------------
Note added at 4 days (2015-11-16 22:07:38 GMT)
--------------------------------------------------

Forgot the article 4 above comes under this heading:
PART 2 DIRECTORS DIRECTORS’ POWERS AND RESPONSIBILITIES
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