Practices

Corporate and Commercial Law

The firm assists Italian and foreign clients on any aspect of commercial and corporate law.  We deal with complex matters on a daily basis, developing innovative solutions to meet our clients’ needs.

We are close to our clients both in the most delicate moments in business and in the ordinary course of business.

We are thus involved in corporate governance for listed and unlisted companies, joint ventures and partnership agreements, also assisting our clients in drafting and negotiating commercial contracts of any type, amongst which, distribution, agency and distributorship agreements, EPC contracts, lease agreements, etc.

In assisting our clients on an ongoing basis, we adopt a multidisciplinary approach, thus involving our experts from the Tax, Employment Law and IP departments, if necessary.
The corporate law department has received various acknowledgments from specialised publications.

Private Equity and M&A

The Firm has been involved in some of the most significant Private Equity and M&A transactions of the past years in Italy, assisting leading Italian and foreign companies and private equity funds.

Our international background and our in-depth knowledge of the Italian market and entrepreneurial activity allow us to find the best solutions to reconcile the needs of international investors with the Italian market’s logic, thus succeeding in structuring transactions in line with the best international market practices and which, at the same time, are feasible within the Italian environment.

As regards the private equity sector, in 2013, the firm worked on the first ever LBO in Italy funded with a high-yield bond (the acquisition of Cerved Group by CVC) and, since then, the Firm has carried on assisting leading funds in the acquisition of companies in all Italian industry sectors (amongst which, fashion, software, business and credit information, food, etc.).

We assist our clients in transactions related to the acquisition of companies leveraging the knowledge of the main Italian industries, developed thanks to the day-by-day assistance provided to our industrial clients.  We believe that the knowledge of such industrial sectors in which our clients are willing to acquire a business is an added value for a successful M&A transaction.
The private equity and M&A department has received various acknowledgments from specialised publications.

Banking and Finance

The Banking and Finance department is close to its clients, by developing an in-depth knowledge of their business models, as well as of their needs and targets.  Our pragmatic, flexible and responsive team develops innovative and specific techniques and solutions, thus allowing clients to promptly seize the windows of opportunities offered by the market.

The members of the Banking and Finance team offer an integrated service by constantly working close to their colleagues from the Corporate and Commercial Law, Tax, Insolvency Law and Restructurings and Real Estate departments.

The combination of the experiences of our Banking and Finance and Private Equity teams allow to provide sponsors with outstanding services in complex LBO transactions and, in general, in leveraged finance transactions.

Within the Banking & Finance department, the Firm has recently launched the Structured Finance department, also with the aim to strengthen the expertise of the Firm in the Debt Capital Markets. The team is particularly proficient and active in bonds issuance, either on a stand-alone basis or as part of EMTN programs, as well as in structured finance transactions and therefore securitization transactions involving different asset classes, covered bonds, NPLs transactions and domestic and pan-European securitization transactions.

The Banking and Finance department has received important acknowledgments from specialised publications.

Litigation

Assisting our clients in the litigation and pre-litigation phases is of the utmost importance for our Firm.  With their respective experience, we do believe that achieving excellence in any field of legal practice is not possible without a deep knowledge of whether any legal technicality will actually be held in court.

The Firm assists its own clients in the preliminary phases of pre-litigation, in the assessment of the dispute as well as, obviously, in the possible judicial phase in all sectors of commercial law and of civil commercial law and, in particular, in the specific sectors in which the Firm assists its own clients out-of-court.

All our litigation team lawyers have extensive experience in litigation matters both before the courts of any instance and in national or international arbitration, either ad hoc or administered, developing their experience not only as lawyers, but also as arbitrators.

Amongst its own clients, the Firm numbers leading companies, both in Italy and worldwide, in many industry and commerce, utilities, services and financial sectors.

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Insolvency Law and Restructuring

A multidisciplinary approach is essential in a complex and structured sector such as the restructuring sector, due to the various interests of the different stakeholders who inevitably interact in this business stage.  For this reason, the Firm has created a multidisciplinary team that ensures full assistance in this sector to debtors, creditors, equity holders and third party investors, in the relevant legal proceedings and in any out-of-court settlement.

The team has developed significant experience in all types of transactions for leading banking and industrial players.

The restructuring team has received important acknowledgments from specialised publications.

NEWS

Capital Markets

The lawyers of our Firm working in the capital markets team have developed strong experience in the sector throughout the years, assisting issuers and their selling shareholders and underwriting syndicates in IPOs on the Italian markets, public offers for the underwriting and sale of shares, and in the placement of debt instruments (including high-yield bonds) both in Italy and in other European markets.

The lawyers of our Firm have also followed some of the most complex takeover bids, either voluntary or mandatory, and delisting transactions.

The Firm also assists listing companies and their shareholders in drawing up the market disclosures both in their respective extraordinary transactions (e.g. disclosure documents on mergers or acquisitions) and in the ordinary course of business.

The capital markets team has received various acknowledgments from specialised publications.

Tax

Our Tax department specializes in assisting investment funds, and large and medium-sized financial and industrial enterprises on both domestic and international direct and indirect tax matters. It also advises on tax matters concerning high net worth individuals or families. A special focus is put on tax litigation and the assistance during tax audits and the pre-litigation phase, particularly in relation to transfer pricing and tax issues connected with cross-border transactions.

Over the years, our tax lawyers have developed an in-depth knowledge and experience of the tax matters regarding extraordinary corporate transactions and to the entire lifecycle of Italian and foreign private equity, private debt and real estate investment funds.

Employment Law

The Employment and Industrial Relations Law department assists leading Italian and multinational companies active in the industry, energy, finance and trade sectors about all aspects of employment law. The department has a solid experience  with regard to corporate transactions as well as day-by-day assistance on all issues related to human resources management, with the added value of a pragmatic and proactive approach in identifying specific solutions tailored to the client’s needs.

The continuous cooperation with the other departments of the Firm allows a multidisciplinary approach and a more effective management of those employment issues which have implications in other areas of law such as regulatory and data protection implications in staff investigation processes and regulatory issues connected with bonus plans for baking groups and listed companies.

The department also developed a strong experience in trade union relations and employment-related litigation before all Italian Courts.

Intellectual Property and Information Technology

Regardless of whether it is a startup or a multinational, an acquainted and strategic protection of industrial and intellectual property rights is nowadays inescapable for any commercial undertaking.
The lawyers of the Intellectual Property and Information Technology department actively advise the Firm’s clients in a reasoned planning for effectively protecting intangibles, also assisting them in the evaluation of a correct filing of their Intellectual Property assets.  The extensive experience developed in patents, software, trademarks, design, know how, unfair competition, advertising and copyright litigation, as well as in transactional matters for the needs of the different industries, is of strategic importance for effective market competitiveness purposes.   Also thanks to the existing synergy with the lawyers specialised in different practices of the Firm, the Intellectual Property and Information Technology department assists Italian and foreign prominent clients of several industries, including electronics, telecommunications, chemical and pharmaceutical, biotechnology, medical devices and mechanical beside domestic and international companies of the fashion and luxury industry, interior design, food & beverage and mass retail channel.

Real Estate

Our lawyers regularly assist entrepreneurs from the real estate, industrial or commercial sectors, as well as institutional and financial parties in real estate transactions such as:

  • sale and purchase of real estate assets (including sale & lease-back transactions) or development of real estate portfolios
  • contribution to real estate funds
  • real estate development transactions
  • management of retail networks with lease of commercial real estate or going concerns and shopping centres
  • management and development of industrial real estate assets and reconversion transactions
  • transactions in the tourism and hotel sector

By collaborating with leading sector players, the Firm is in the position to offer services in all key phases of any real estate transaction, from the due diligence to the drafting and negotiation of the contractual documentation.

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Antirust and Competition Law

The Firm advises domestic and foreign clients on all aspects of Italian and European Competition Law and Consumer Protection Law.
The Firm’s antitrust group has a reputation for being at the cutting edge of antitrust law, delivering constructive, commercially oriented advice and assistance on all aspects of antitrust law, including investigations by the Italian Antitrust Authority (IAA) and the European Commission, mergers and acquisitions, joint ventures, commercial agreements and compliance programs. The antitrust group offers to its clients an in-depth and comprehensive assistance, carefully tailored on the peculiarities of each specific area of business.
The antitrust group mainly focuses its activities on:

  • proceedings before the IAA in relation to abuses of dominance, behavioral investigations on restrictive horizontal and vertical practices, cartels and in the subsequent litigation (at both civil and administrative level);
  • civil antitrust damages litigations;
  • merger control cases;
  • antitrust legal opinions and corporate compliance programs;
  • proceedings and litigations on unfair commercial practices

Major strengths of the antitrust group are the following:

  • an in-depth sector knowledge gained in specific industries and related regulations: banking and finance, energy, telecommunications, transport and consumer goods;
  • a significant expertise in civil and administrative antitrust litigation;
  • an extensive experience gained in relation to different types of unfair commercial practices in the area of Consumer Protection.

The antitrust group has received several awards from specialized publications.

NEWS

Financial Regulations

The professionals of our Financial Regulations department regularly assist Italian and international (listed or non-listed) banks and financial intermediaries in their regulatory obligations under applicable law and their interrelation with the Supervisory Authorities. In particular, our lawyers assist clients in the incorporation phase and the authorization to carry out the relevant reserved activities, also through a branch or on a cross-border basis; the organization or revision of the corporate governance structure, including the internal control functions; the securities, credit or real estate, reserved or alternative, investment fund formation and management; the structuring of other financial products, including derivative contracts, the clearing and settlement of transactions in financial instruments, as well as the banking and centralized custody of securities.

Compliance & Data Protection

The Compliance & Data Protection department reunites the professionals of the Firm with a plurality of specialized skills to provide assistance in the drafting and implementation of compliance programs pursuant to D.Lgs. n. 231/2001, Anti-bribery & corruption, Antitrust and Data Protection.

The Risk and Compliance method (Preliminary Analysis, Gap Analysis and Remediation) is applied across all the involved areas and creates efficiency in the management of the processes, relating to all the interested areas.

With reference to D.Lgs. n. 231/2001 the Firm assists in the preparation and implementation of the Modelli di Organizzazione, Gestione e Controllo (“MOG” – Models of Organisation, Management and Control) based on best practices (Linee Guida Confindustria, CoSo Framework, etc.). In particular, the Firm assists its clients both for the legal aspects and for the corporate processes, in all the key phases of Risk Assessment, Gap Analysis and preparation/update of the MOG, as well as in the phases following the adoption of MOG (i.e. support to Organismi di Vigilanza, Test of Design, Training, etc.).

In relation to Data Protection, the Firm regularly assists in the management of any privacy matters. With particular reference to the European General Data Protection Regulation n. 2016/679 (“GDPR”) the Firm assists its client in the structuring and implementation of specific programs of Gap Analysis, remediation plans, training, management and audit systems.
Furthermore, with reference to Antitrust and Anti-bribery & corruption the Firm assists in defining and implementing the compliance programs pursuant to the relevant best practices (i.e. Linee Guida OFT , ICC, Linee Guida dell’AGCM, UK Anti Bribery Guidelines, ISO 37001).