Corporate M&A

Our main practice areas are acquisitions (both as share deals and asset deals), mergers, joint ventures, and, in general, all extraordinary transactions related to the transfer, aggregation and reorganization of companies as well as financial or industrial restructuring contexts, both with reference to private companies and those listed on regulated markets or multilateral trading systems.

We also advise on corporate governance, corporate and commercial matters.

We assist Italian and international clients, such as industrial groups, private equity, venture capital and private debt funds, as well as family companies and individuals, in investment, leveraged/management buy-outs and management buy-ins. We also assist investment banks and advisory firms in setting up the most suitable corporate structures for each transaction.

We also assist, in the venture capital and startup/SME segment (including in the context of crowd funding, startup incubators and accelerators), investors and entrepreneurs in the various stages from early pre-seed and seed to later round A, scaleup and growth.

Our Corporate M&A practice and some of our professionals are ranked by Chambers and Partners, one of the leading international legal directories.

Litigation and ADR

We assist corporate and private clients in civil and commercial litigation, handling complex disputes for Italian and international clients before national courts and in arbitration proceedings, ad hoc or administered at major national and international arbitral institutions.

We are routinely involved in highly complex disputes in Italian and English, even with multiple jurisdictions involved, relating to M&A transactions, shareholders' agreements, joint ventures, commercial contracts, intellectual property and competition, banking, finance and insurance law, distress and insolvency, corporate bodies liability, challenges of corporate resolutions and financial statements, as well as inheritance.

We take a practical, results-oriented approach and guide clients in understanding the risks and opportunities of litigation.

We pay close attention to the strategy-setting phase, identifying the most appropriate solutions to successfully address, or avoid, litigation in full awareness of the associated time and costs.

Our Litigation and ADR practice and some of our professionals are ranked by Chambers and Partners and by Legal 500, among the leading international legal directories.

Tax

We provide tax advice and planning for Italian and international companies, private equity funds and financial intermediaries in the context of:

• Extraordinary transactions (including acquisitions, mergers, demergers, contributions, transfers of businesses and going concerns, joint ventures, restructurings, start-ups, issuance of financial instruments and listing on regulated markets, venture capital, extraordinary finance, project financing).


• The structuring of compensation package for directors, executives and key people (including stock option plans, personnel compensation structures and pension funds).
  
• The setting of transfer pricing policies.


• Day-to-day management - including supporting the tax compliance function and strategic and organizational development - in direct and indirect tax and financial statement issues.
  
• The real estate sector.

We assist individuals and companies, both Italian and international, in identifying the most appropriate asset holding structure, in planning for generational transition and in relation to tax monitoring issues.


We provide assistance in dealing with tax authorities in the context of:

• tax audits, pre-litigation and settlement agreements;


• tax litigation before the Tax Courts and the Supreme Court.

Restructuring & Insolvency

We assist Italian and international distressed companies, investors and creditors in connection with debt restructuring, turnaround operations, debtor-in-possession financing and insolvency proceedings, offering our clients professional and goal-oriented advice to safeguard and increase value.


We support our distressed clients with regard to diagnosis, turnaround strategy, selection and implementation of the most suitable restructuring tool (both out-of-court and in-court), coordination and negotiation with restructuring players (creditors, financial or industrial partners, courts and other public authorities, experts, commissioners and receivers), financial restructuring, and litigation management.


We have extensive experience in advising investment and restructuring funds and other investors in distressed scenarios and so-called special situations, supporting them in seizing investment and/or financing opportunities, including through the implementation of loan-to-own strategies.

We closely follow new developments in legislation and legal practice, optimizing innovative tools and restructuring best practices.


Our goal is to work alongside and support our clients in situations of great complexity and uncertainty, offering expertise and tailored solutions to cope with and overcome distressed scenarios or to seize investment opportunities.

Administrative

We provide a wide range of consulting activities in the area of administrative law to private and public, Italian and foreign, industrial and financial enterprises.
We deal with projects, transactions and deals that require the resolution of complex issues regulated by public law.



We have extensive experience in the fields of:

• energy, with particular reference to renewable sources and natural resources;


• construction, urban planning and real estate;


• environmental law;


• public procurement, concessions, project finance and public-private partnership (PPP);


• private and public health care.

We also handle litigation in the aforementioned matters in administrative jurisdiction.

We offer assistance to clients in dealing with independent administrative Authorities particularly in the areas of energy, environment, local public services and public contracts.


We provide clients with concrete answers that are geared toward carefully assessing risks, costs and benefits, to assist them and above all are useful in making complex decisions.

Labour

We represent Italian and international clients in labour and union law proceedings before the court. In addition, we provide assistance and advice concerning employment contracts, including those for managers, executives and self-employed personnel, agency and commercial representation contracts, disciplinary procedures, transfers and secondments, particularly abroad, and any other institute pertaining to the employment relationship (including social security, sickness, accidents, health and safety).



We also provide advice and assistance in collective dismissal procedures, in the management of labour law matters related to extraordinary transactions (mergers, acquisitions, transfers of companies or business concerns, restructuring and due diligence activities). We also handle union negotiations, as well as in the development of smart working and corporate welfare plans; we, furthermore conduct human resources training at our clients' premises.