On the evening of 31 October 2025, just after the close of trading on the Milan Stock Exchange, officers of the Guardia di Finanza executed an order to seize shares in Davide Campari Milano worth more than EUR 1.29 billion. These shares, owned by the Luxembourg holding company Lagfin SCA, were placed under precautionary seizure as part of an investigation conducted by the Prosecutor’s Office in Monza under the supervision of Prosecutor Claudio Gittardi. The case concerns the offence of “fraudulent tax return using other artifices” (dichiarazione fraudolenta tramite altri artifici) and focuses on the alleged non-payment of exit tax on a 2019 corporate transaction.
The Largest Seizure in the History of Italian Tax Law
The financial scale of the case is striking. Investigators determined that, in connection with a 2019 merger, capital gains subject to exit tax in excess of EUR 5.3 billion were not declared. The estimated amount of unpaid tax is approximately EUR 1.29 billion, making this one of the largest alleged tax evasion cases in the history of the Italian justice system. The matter, however, goes beyond a purely fiscal dimension – it serves as a test for the European legal framework on the taxation of capital mobility and for the practical effectiveness of anti-abuse mechanisms under the ATAD directive.
This article aims to provide a comprehensive legal analysis of the Lagfin–Campari case in the context of the evolution of exit tax in European and Italian law, with particular emphasis on evidentiary and qualification issues typical of cross-border corporate structures.
Conceptual Foundations of Exit Tax: Ratio Legis and Mechanism
Exit tax is a specific type of tax levied on unrealised capital gains, which applies when assets or a taxpayer leave the tax jurisdiction of a given state. The instrument is based on the assumption that the state in which the value of the assets has accrued has the right to tax that increase in value, even if the gain has not yet been realised through an actual sale or disposal. Without such a mechanism, the right to tax would be permanently lost – once assets are transferred to another jurisdiction, any subsequent sale would be taxed in the destination state rather than in the state where the value actually accumulated.
In the context of corporate restructurings, exit tax helps prevent situations in which taxpayers exploit the mobility of legal structures to engage in tax arbitrage. A classic scenario is where a company holding assets with a market value significantly exceeding their book value reorganises by transferring those assets to an entity located in a jurisdiction with a more favourable tax regime, and then realises the capital gains in that new jurisdiction. Exit tax effectively “freezes” the tax moment by requiring a settlement with the state of original tax residence before the transfer is carried out.
This mechanism was regulated at EU level by Council Directive (EU) 2016/1164 of 12 July 2016 laying down rules against tax avoidance practices that directly affect the functioning of the internal market – the so-called Anti-Tax Avoidance Directive (ATAD). Article 5 of the directive obliges Member States to introduce exit tax provisions in cases where a taxpayer transfers assets from one Member State to another, transfers its tax residence, or transfers business carried on by a permanent establishment abroad. The directive also provides for important procedural safeguards, in particular the possibility of paying the tax in instalments and deferring payment in the case of intra-EU transfers, provided that the assets are not ultimately moved outside the Union.
Italian tax law implemented the exit tax mechanism even before ATAD was adopted, but the scope of its application and detailed procedural solutions have been subject to successive amendments in order to align domestic law with EU requirements and the case law of the Court of Justice of the European Union. In the Italian legal system, exit tax applies both to individuals and to corporate entities, with particular importance in the latter case attached to the taxation of plusvalenze – capital gains arising on the disposal of shares or assets.
The Facts of the Lagfin–Campari Case: Anatomy of the Transaction
To fully understand the nature of the allegations against Lagfin, it is necessary to carefully examine the corporate structure of the Campari Group and the sequence of events that led to the seizure of assets in October 2025. The history of the Campari Group dates back to 1860, when Gaspare Campari created his signature bitter liqueur in a Milan bar. Today, the group is one of the largest global producers of premium spirits. Its portfolio includes such well-known brands as Aperol, Grand Marnier, Courvoisier, Wild Turkey and Espolòn. The company’s market capitalisation on the Milan Stock Exchange is around EUR 7 billion.
The ownership structure of the group is built around the Luxembourg holding company Lagfin SCA, established in 1995 and controlled by the Garavoglia family. Luca Garavoglia, who inherited control of the company from his late mother, serves as chairman of the board of Campari Group. Lagfin holds more than 50 per cent of the shares in Davide Campari Milano and controls 80 per cent of the voting rights, making it the dominant controlling shareholder. This concentration of corporate control is highly relevant for assessing the nature of the restructuring in question.
In 2019, a transaction crucial to the present case took place – a merger in which the Italian branch of Lagfin absorbed the company Alicros. Alicros was the previous holding structure of the Garavoglia family and had served as the main shareholder of Davide Campari Milano. According to official communications, the transaction was an intra-group reorganisation aimed at optimising the corporate structure and simplifying the ownership chain. From a corporate law perspective, the operation was a standard merger by acquisition, in which the acquiring entity (Lagfin’s Italian branch) succeeded to all assets and liabilities of the acquired entity (Alicros) by way of universal succession, with Alicros ceasing to exist as a separate legal entity.
Investigators, however, determined that in the course of this merger, Lagfin’s Italian branch failed to declare capital gains subject to exit tax exceeding EUR 5.3 billion. These gains allegedly arose from the difference between the market value of the acquired assets (in particular the controlling stake in Campari) and their book value. Crucially, Prosecutor Michele Trianni, who is coordinating the investigation, concluded that the corporate group, through a series of complex transactions, carried out only a formal transfer of assets held by a company based in Italy to a newly created domestic branch, while the actual management of the financial assets was exercised at the level of the foreign parent company.
This latter finding is central to the legal classification of the conduct. Under Italian tax law, exit tax applies not only where assets are physically transferred outside Italian territory, but also where there is a transfer of tax residence or where assets cease to be effectively linked to the Italian tax base. If investigators can prove that real decision-making concerning the management of the assets took place in Luxembourg, and that the Italian branch functioned merely as a façade, it may be argued that a de facto economic transfer occurred that should have been subject to exit tax, regardless of the formal continued existence of the branch in Italy.
This line of argument finds support in the well-developed Italian case law on sostanza economica – the economic substance of transactions. According to this doctrine, tax law cannot be applied in isolation from the true economic nature of an operation, and the mere fact that the formal requirements of company law have been met does not preclude a finding that a transaction is abusive if its main or sole purpose was to obtain a tax advantage. In practice, this means that courts may “pierce” the legal form of a corporate structure and assess it through the lens of the actual flow of economic value and the allocation of risks and business functions.
An additional aspect of the case is that Lagfin SCA itself has been made subject to proceedings as a legal entity, under Italian rules on the administrative liability of legal persons for criminal offences (Legislative Decree No. 231 of 8 June 2001). This system, introduced in response to international anti-corruption conventions, allows legal entities to be held liable for offences committed by their organs or representatives if the entity has benefited from the offence and has not implemented adequate organisational and control models designed to prevent such violations. This liability is quasi-criminal in nature and may result in financial sanctions as well as so-called disqualification measures, such as bans on carrying on business or exclusion from public procurement procedures.
Legal Basis of the Charges: Dichiarazione Fraudolenta Tramite Altri Artifici
Lagfin and its legal representatives are the subject of criminal tax proceedings on the charge of “fraudulent tax return using other artifices” (dichiarazione fraudolenta tramite altri artifici), one of the most serious tax offences under Italian law. This charge differs significantly from a mere failure to declare income or a mistaken application of tax rules – it requires proof that the taxpayer intentionally used artificial devices, sham transactions or other manipulations to conceal the true nature of an economic operation and thereby avoid taxation.
The offence is constructed on three cumulative elements. First, there must be a tax return that is objectively false in the sense that it does not reflect the actual factual or legal situation relevant to determining the tax liability. Second, this falsity must result from the use of “other fraudulent means” – a term encompassing any actions aimed at concealing or distorting economic reality that go beyond simply omitting information or misinterpreting legal provisions. Third, on the subjective side, there must be intent, understood as awareness of the falsity of the return and the will to obtain an unlawful tax advantage.
In the context of the Lagfin case, the prosecution must show that the transactional structure of 2019 was designed in such a way as to deliberately avoid the creation of a tax obligation under exit tax rules, even though, substantively, an economic transfer of value outside the Italian tax jurisdiction occurred. A key evidentiary element will be the analysis of the actual allocation of management and control functions within the group. If the prosecution demonstrates that, despite the formal existence of Lagfin’s Italian branch, real decisions concerning investment strategy, asset management and the exercise of corporate rights associated with the Campari shareholding were taken by the Luxembourg company’s organs, it may be argued that the Italian branch served a merely instrumental role, while genuine economic control was exercised from Luxembourg.
This reasoning is rooted in the Italian concept of sostanza economica mentioned above. Under this approach, tax authorities and courts are entitled to disregard arrangements that are purely formal and to re-characterise them in line with their true economic substance. The mere observance of corporate formalities does not insulate a taxpayer from allegations of abuse where the structure lacks genuine business justification and primarily serves to obtain a tax advantage.
Furthermore, the proceedings also cover Lagfin SCA as a collective entity under Decree 231/2001. This means that, if the offence is proven, the company itself may face significant financial penalties and restrictive sanctions. For an international holding company whose key asset is a controlling stake in a publicly traded group, such sanctions could have major strategic and reputational implications.
Procedural Aspects: Preventive Seizure as a Safeguard
The seizure of Campari shares worth EUR 1,291,758,703.34 was ordered by the Investigating Judge (Giudice per le Indagini Preliminari) in Monza as a form of preventive seizure (sequestro preventivo). This instrument, regulated by the Italian Code of Criminal Procedure, allows the authorities to secure assets belonging to the suspect or third parties at the pre-trial stage, before an indictment is filed, if there is reasonable suspicion that a crime has been committed and a real risk that an asset linked to the offence or representing its proceeds could be concealed, destroyed or dissipated.
In tax crime cases, preventive seizure is particularly important as a means of securing the future enforcement of public claims. Italian law allows for the confiscation of the equivalent value of the benefit obtained from the offence (confisca per equivalente), meaning that even if specific assets directly connected to the offence are no longer available, the court may order seizure of other assets of equivalent value. In Lagfin’s case, the seizure was imposed on Campari shares, a liquid and readily valued asset that constitutes the main component of the Luxembourg company’s wealth.
From a procedural standpoint, it is important to stress that preventive seizure does not determine the defendant’s guilt – it is a temporary measure that may be lifted at any stage of the proceedings if the conditions for its application cease to exist or if the accused provides appropriate collateral. In practice, however, given the scale of the amount seized (almost EUR 1.3 billion), Lagfin’s ability to offer alternative security appears limited, as this would effectively require using almost all of the company’s assets.
In its press release of 1 November 2025, Lagfin emphasised that the seizure does not affect its position as controlling shareholder of Campari Group, as it continues to hold 80 per cent of the voting rights despite the seizure. This statement is technically correct – seizure does not strip the owner of voting rights attached to the shares; it merely prevents their disposal or encumbrance. In practice, however, the situation poses serious operational risks for the group, since if the outcome of the case is unfavourable to Lagfin, the shares may be confiscated in favour of the Italian state, leading to the effective loss of control over Campari by the Garavoglia family.
The proceedings are being conducted by the Prosecutor’s Office in Monza, which requires some explanation in terms of territorial jurisdiction. The case was initially examined by prosecutors in Milan, where Campari Group has its operational headquarters and where the Guardia di Finanza conducted a tax audit in 2023–2024. For reasons not disclosed in the press, the investigation was transferred to Monza, a town north-east of Milan. Such transfers of competence between prosecutors’ offices may result from procedural reasons, such as conflicts of jurisdiction, overlap between cases handled by different units, or the particular specialisation of a given office in specific categories of economic crime.
Lagfin’s Defence Line: Dispute Over Interpretation or Challenge to the Facts?
In its official statement to the media on 1 November 2025, Lagfin SCA categorically denied the allegations, asserting that it “has always acted in the strictest compliance with all applicable laws and regulations, including Italian tax rules”. The company described the matter as “a tax dispute that arose nearly two years ago and has never concerned the Campari Group in any way”. Lagfin also declared that it “will vigorously defend itself” in the case.
This rhetoric reveals the core of the defence strategy, which focuses on two elements. First, Lagfin signals that its interpretation of exit tax rules was justified and consistent with the letter of the law, suggesting a strategy based on challenging the interpretation of tax provisions adopted by the authorities and the prosecution. Second, by stressing that the case does not concern Campari Group, the company seeks to isolate the group’s operating business from the legal problems of the holding, which is crucial for preserving the market value and business reputation of the group.
From a legal perspective, a key question will be whether the defence challenges the legal construction of exit tax as applied to this type of transaction, or whether it argues that, in fact, no economic transfer subject to exit tax occurred. The first strategy would require showing that Italian exit tax rules – as interpreted by the prosecution – are inconsistent with EU law, particularly with the freedom of establishment and free movement of capital as enshrined in the Treaty on the Functioning of the European Union. The CJEU has consistently held that exit tax rules must be proportionate to the fiscal objective pursued and must not constitute an unjustified obstacle to capital mobility. The Italian implementation of ATAD would therefore have to be assessed in light of these requirements.
The second strategy would focus on the facts, arguing that the 2019 transaction did not meet the conditions for applying exit tax because there was no real transfer of assets outside the Italian tax base. Lagfin could point to the existence of its Italian branch, its full bookkeeping, compliance with reporting obligations and the actual performance of certain business functions in Italy. The success of this defence would depend on showing that the Italian branch was not an empty shell, but possessed genuine economic substance in the form of staff, premises, technological infrastructure and real decision-making powers in business matters.
Nonetheless, documents referred to by Reuters indicate that the investigation also concerns allegations of filing false tax returns, which goes beyond a simple interpretative dispute. If the prosecution holds evidence that Lagfin’s representatives knowingly understated the value of taxable assets, misrepresented the nature of the transaction or intentionally concealed key facts relevant to the emergence of a tax obligation, the case is no longer about differing legal interpretations but about tax fraud, where the element of intent is crucial to criminal liability.
Implications for International Tax Planning
The Lagfin–Campari case has far-reaching implications that go beyond this individual example of an Italian beverage group. It sends a signal to all multinational groups using holding structures in Luxembourg, the Netherlands, Ireland or other jurisdictions with favourable tax regimes that tax authorities in Member States are increasingly aggressive in enforcing anti-abuse rules and will not accept purely formal structures lacking economic substance.
The financial scale of the matter – the seizure of more than EUR 1.2 billion – demonstrates the determination of the Italian tax authorities to pursue tax claims, even when this requires confrontation with powerful corporate groups and the challenge of transactions carried out years earlier. This aligns with a broader trend observed across Europe, where following OECD BEPS initiatives (Base Erosion and Profit Shifting) and the implementation of ATAD, Member States have been given stronger legal tools to combat aggressive tax planning structures.
From a tax advisory perspective, the case confirms the need for thorough analysis of the economic substance of every cross-border transaction, especially where it involves the transfer of valuable assets or a reorganisation of the ownership structure. Mere compliance with corporate and registration formalities is not enough – it is necessary to demonstrate that an intermediary entity in the structure (such as a Luxembourg holding company) performs real business functions, bears significant economic risks and has adequate human and technical resources to pursue its stated business purposes.
In the Polish context, the Lagfin case should serve as a warning to groups that use holding structures in other EU countries to control Polish operating companies. Polish tax authorities, armed with the general anti-avoidance rule (Article 119a of the Tax Ordinance) and specific provisions on beneficial ownership in the context of dividends and interest, are in a position to challenge transactions lacking business justification. In addition, as regards exit tax, any transfer of valuable assets from Poland to related foreign entities should be preceded by careful analysis of the tax consequences, including potential recognition of unrealised capital gains.
Conclusions and Outlook
The proceedings brought by the Prosecutor’s Office in Monza against Lagfin SCA are still at a relatively early stage. The seizure of Campari shares is a precautionary measure and does not determine the final outcome. In the coming months, an intense legal battle can be expected, with both sides presenting detailed expert opinions on the nature of the 2019 transaction, the real distribution of business functions within the group, and the interpretation of Italian exit tax rules in light of EU law.
Procedurally, the key issue will be whether the prosecution can gather convincing evidence of intentional conduct by Lagfin’s representatives aimed at concealing a tax obligation. In large-scale economic cases, proving the intent to defraud is often the most challenging element, as it requires showing not only objective irregularities in the legal structure, but also the subjective awareness of the accused of the unlawful nature of their actions. The defence will certainly argue that the transaction was based on a reasonable interpretation of the law, supported by professional tax advice, which could exclude direct intent.
It is also possible that the case will end in a negotiated settlement. Italian tax law provides for the possibility of concluding accordi con l’Agenzia delle Entrate – agreements with the tax authorities that allow tax disputes to be resolved by negotiating the amount of the liability and the terms of payment. In Lagfin’s situation, given the magnitude of the amount at issue and the risk of losing control of Campari, a negotiated solution involving payment of a portion of the claimed tax and discontinuation of criminal proceedings could be attractive for both sides.
In a broader legal context, the Lagfin–Campari case serves as a test of the European anti-abuse mechanisms introduced by ATAD. If Italian courts uphold the prosecution’s position and find that the 2019 transaction constituted an attempt to circumvent exit tax rules, it will signal that Member States are willing and able to enforce these provisions effectively even against the largest corporations. Conversely, if the defence succeeds in overturning the charges by demonstrating inconsistency between Italian legislation and EU law or by proving the genuine economic substance of the transaction, this could weaken tax authorities’ ability to challenge similar structures in the future.
Regardless of the final outcome, the case already stands as an important case study for practitioners of tax and corporate law, illustrating how thin the line can be between lawful tax optimisation and structures deemed abusive. In an era of intensified international cooperation among tax authorities, automatic exchange of tax information and growing public pressure for fair taxation of multinational corporations, the room for aggressive tax planning strategies is steadily shrinking. The Lagfin–Campari case may mark the beginning of a new wave of interest by tax authorities in the collection of exit tax, forcing multinational groups to revisit their holding structures and to increase transparency regarding the actual location of business functions and strategic decision-making.
Source: ceo.com.pl – “Guardia di Finanza seizes Campari shares worth EUR 1.29 billion; exit tax dispute touches EUR 5.3 billion in capital gains”
