Succeeding in Succession: Lessons from Villanova Law Abroad

I. Overview

The entrepreneurship and law course, “Legal Issues Facing International Entrepreneurs: Italy’s Fashion Industry” held in Milan, Italy, in May 2026, was designed to instruct students on a wide range of comparative law topics, focusing on differences that exist between the United States and Italy’s entrepreneurial landscape.[1] In achieving that goal, the course featured a guest lecture from Andrea Gemma, a practicing attorney and partner at GDP Lex Law firm in Italy.[2] His lesson centered on how Italian law shapes the global fashion industry and on legal differences surrounding succession planning for Italy’s well-known luxury brands.[3] For many of the brands in this conversation, the individual founder’s identity is not only the building block of the brand, but, at times, the "entire brand."[4] Think Louis Vitton, Armani, Prada; each personal name represents an entire powerhouse.[5] An influential figure behind the brand is assuring both customers and investors of its signal of strength and longevity.[6]

II. Case Study of Succession: The Fondazione Giorgio Armani

This idea is in full effect within the luxury fashion brand Armani.[7] A close look at the Fondazione Giorgio Armani, demonstrates how identity-focused branding structures can be a powerful tool in family business dynasties, and how Italian law is on their side.[8]

Born in Piacenza, Italy, in 1934, Giorgio Armani stands today as one of the most influential players in the fashion world.[9] Mr. Armani founded his powerhouse luxury fashion brand Armani in 1975.[10] In breaking rigid style barriers by combining comfort and luxury, Armani‘s contributions to the fashion industry go far deeper than clothing items.[11] The name "Armani" represents the rich story of Milan and Armani ‘s bold rise to fame.[12]

 Every fragrance and watch purchased is tied to the "commercial strategy and creative authority" of the Armani brand.[13] "One name, one vision," the phrase coined on the homepage of Armani’s webpage, reinvigorates customers of deep history of the late Giorgio Armani.[14] No matter who closes the sale or where the product is purchased, "Armani" is what matters to customers.[15]

The absence of a concrete succession plan in brands like Armani, Prada, Versace, and other fashion powerhouses can threaten a century’s worth of reputation with one unwilling successor.[16] The loss of a leader can pose uncertainty to these powerhouse brands on their ability to retain popularity.[17] Legal boundaries set by a founder can help mitigate the risk that their passing will result in a decrease in brand recognition and power.[18]

To that end, nearly forty years after the brand’s initial founding in 1975, Mr. Armani established The Fondazione Giorgio Armani (the "Foundation").[19] Armani implemented this group to ensure his values developed as a designer would always stay with the brand through the work of the foundation.[20] In additional to these principles, the foundation carries a statutory mandate to "perpetuate the values, aesthetic, and independence of the house" as well as an explicit anti-acquisition clause.[21]

Anti-acquisition shields were an integral part of Mr. Armani’s governance structure plan.[22] Gemma defined anti-acquisition shields as "pre-litigated barriers" designed to protect a foundation from a change in position that runs counter to the drafters' wishes.[23] While the terms may sound aggressive in nature, part of Gemma’s description of these legal barriers was highlighting Italy’s cultural background in affirming these methods and highlighting similar practices in family business succession.[24] Gemma stated that attitudes towards this practice in Italy can be seen as Mr. Armani exercising his "institutional duty, not commercial opportunism."[25] This encapsulates the importance of the ability to draft succession plans in Italy.[26]

Strict governance structures can work in conjunction with wills and other estate planning tools.[27] Armani died in September 2025.[28] His will stated that "an initial sale of 15% of his company should take place between 12-18 months after his death."[29] According to a September 2025 publication by the Consumer News and Business Channel (CNBC), the succeeding Armani CEO, Giuseppe Marsocci, stated that he plans to honor Armani’s "vision and timetables."[30] Marsocci’s statement highlights how succession planning focused on the founder can preserve history while still allowing a company to bring in outside investments.[31]

Notably, even those without international fame like Giorgio Armani have been intentional about succession planning in Italy.[32] Whether by law or fear of shame, heirship of family businesses in Italy is embedded in Italian culture.[33] Forced heirship defined as mandatory reserve shares required by law to be left to the spouse and descendants, is a common practice in Italy.[34] This mechanism is generally not recognized in the United States (with the exception of Louisiana).[35] Instead, family business owners often elect who they want to adopt their shares.[36] However, the absence of forced heirship does not guarantee a worry-free transition; family consternation and pressures regarding succession and future business planning are ever-present barriers Americans face.[37]

III. Family Business Structures in the United States versus Italy

A recent study by the New England Journal of Entrepreneurship aimed to uncover the differences in succession attitudes in the United States versus Italy.[38] While the authors concluded that overall attitudes towards succession were not vastly different in the United States versus Italy, their results suggest a difference in management styles in family businesses.[39]

Slight variances in size of management boards, including the number of family members versus outside members of the boards, were expected; the shocking result of the study was the weight of authority given to individual board members in each country.[40] For example, family businesses in the United States tended to report deference to the business owner in the face of disputes.[41] Comparatively, Italian family businesses tended to be more accepting of disagreements in disputes, and to proceed without reaching a resolution or final decision.[42]

These variances in business structures serve as a call to action for attorneys looking to be strategic partners to both domestic and international corporations.[43] Understanding dispute resolution tactics, executives' attitudes, and a brand’s personal alignment with the business is crucial to advising clients.[44]

Advising a locally owned Italian bakery on protecting their tiramisu recipe can run much deeper than trying to help the bakery protect the best taste in town; it can mean advising the bakery on how to capture a generational recipe that carries decades of family traditions and celebrations.[45] Being an attorney who knows the "why" behind these advisory decisions will make them the first call that client makes the next time they need help.[46] And while not every business will achieve the global impact of Armani or Prada, helping a brand's identity endure beyond its founder be critical for preserving its legacy.[47]

[1] See MarySheila McDonald, Syllabus for LAW 7248, Legal Issues Facing International Entrepreneurs: Italy’s Fashion Industry, Vill. Univ. Charles Widger Sch. L., 1 (May 11–22, 2026).

[2] See Prof. Andrea Gemma, GPD Law firm, https://gpdlex.com/en/lawyer/andrea-gemma/ (last visited Oct. 13, 2026).

[3] See Andrea Gemma, Fashion Law in Italy: Three Lessons from Practice, Presentation for LAW 7248, Legal Issues Facing International Entrepreneurs: Italy’s Fashion Industry, Vill. Univ. Charles Widger Sch. L., slide 1 (May 18, 2026).

[4] See id. at 15.

[5] Id.

[6] See id. at 20.

[7] See Giorgio Armani Biography, UNHCR (July 13, 2004), https://www.unhcr.org/asia/publications/giorgio-armani-biography.

[8] Id.

[9] See Maliha Shoaib & Laure Guilbault, Building an Independent Legacy Brand: Lessons from Armani, Vogue Bus. (Sept. 5, 2025), https://www.voguebusiness.com/story/fashion/building-an-independent-legacy-brand-lessons-from-armani

[10] See id.

[11]See Giorgio Armani, The History and Identity of the Giorgio Armani Fashion House, Giorgio Armani, https://www.armani.com/en-us/giorgio-armani/experience/about-giorgio-armani/

[12] See id.

[13] See id. at 16

[14] See Giorgio Armani, The History and Identity of the Giorgio Armani Fashion House, Giorgio Armani, https://www.armani.com/en-us/giorgio-armani/experience/about-giorgio-armani/

[15] See id.

[16] See id. at 14.

[17] See id. at 20.

[18] See id. at 21.

[19] Id. at 16.

[20]  See The Armani Group and Governance, Armani/Values, https://armanivalues.com/overview/the-armani-group-and-governance/

[21] Gemma, supra note 2, slide 16.

[22] Id.

[23] Id. at 20.

[24] Id. at 23.

[25] Id. at 20.

[26] See id. at 23.

[27] See Elisa Anzolin, Armani Open to More Than One Investor for Sale of 15% Stake, CEO Says, Reuters (Sept. 27, 2026), https://www.reuters.com/business/retail-consumer/armani-ceo-says-stake-sale-could-involve-multiple-investors-no-decision-made-2026-09-27/.

[28] Id.

[29] Id. 

[30] Id.  

[31] See Gemma, supra note 3, at 17.

[32] See id. at 21.

[33] Id.  

[34] Id. 

[35] Id.  

[36] Id. 

[37] Id. 

[38] See Zanzi & Dumas, Succession and Governance Across Generations: A Comparative Study of the United States and Italy, 2 New Eng. J. Entrepreneurship 47 (1999), https://www.emerald.com/neje/article-pdf/2/2/47/2061396/neje-02-02-1999-b006.pdf.

[39] Id. at 54.

[40] Id.  

[41] See id. 

[42] See id. 

[43] See Philipp Jaufenthaler & Justin T. Scott, Introducing the Business Family Brand: Managing Brand Identity, Image, and Reputation, 17 J. Fam. Bus. Strategy, art. 100717, 2 (2026), https://doi.org/10.1016/j.jfbs.2026.100717.

[44] See id at 4.

[45] See id. 

[46] See id at 9.

[47] See id.