Mergers and Acquisitions. We advise domestic and international clients on the purchase, sale or combination of Italian businesses across all industry sectors, including through negotiated asset or share purchase transactions, take-over bids, plans of arrangement, corporate amalgamations and joint ventures. We provide a “total transaction” service covering the initial planning and structuring of a transaction, negotiation and drafting of all documents, and securing all necessary licenses and regulatory approvals.
Corporate Counseling. We counsel clients on all aspects of doing business in Italy, from incorporation and start-up through to the ultimate sale, spin-off or other exit strategy, if any. We help our clients determine the most appropriate tax and legal structure for their new business, whether a corporation, partnership, joint venture or other model, advise on appropriate financing and shareholding arrangements, and assist them in obtaining all necessary licenses and regulatory approvals. We also counsel clients wishing to reorganize their business through such measures as obtaining additional equity, forming, dissolving or merging subsidiaries, taking on new partners or shareholders, or expanding within or beyond Italy.
Corporate-Commercial Law. Our goal is to assist our clients in achieving their business objectives efficiently and with minimal exposure to liability. We draft agreements to ensure that our clients’ relationships with key parties such as suppliers, distributors, customers and licensees are clear and enforceable. We also ensure that our clients’ important business assets, such as intellectual property, are protected through appropriate agreements with employees, contractors and licensees. We have extensive experience in counselling clients on all aspects of the pricing, distribution, advertising and marketing involved in bringing their products and services to market.
Corporate Governance. Good governance is an essential part of corporate operations, and an area of increasing scrutiny in the wake of governance scandals in the United States and Europe. We advise corporate boards on all aspects of good governance, including directors’ duties and liabilities, independence, fair treatment of shareholders, dealing with minority investors and other stakeholders, and general regulatory compliance. We assist company boards and management in achieving good governance and avoiding regulatory liability by preparing tailored codes of conduct and/or regulatory compliance programs for employees and staff, to establish best practices and ensure that important compliance objectives are met on a daily basis.
Competition/Antitrust. We have a wide range of experience in all areas of competition and antitrust law, including Italian and EC merger control, abuse of dominance, pricing and distribution, licensing, intellectual property, cartels and other restrictive practices and related follow-on damages claims. We represent clients in their dealings with the Italian competition authority (the Autorità Garante della Concorrenza e del Mercato) and the European Commission, and in managing and responding to cartel and abuse of dominance investigations under the Italian Competition and Fair Trading Act and Articles 81 and 82 EC, including negotiating settlements and assisting clients in securing leniency under the Italian and EC leniency regimes. We have substantial experience in bringing and defending private antitrust litigation, and in representing individual business executives in criminal cartel and other “white collar crime” proceedings. We counsel trade associations and other competitor collaborations on the scope of permissible activities under the antitrust laws, and develop codes of conduct and compliance programs for companies seeking to create best practices and minimize potential liability for anti-competitive behavior.
Bankruptcy & Corporate Restructuring. We counsel creditors and receivers seeking to maximize recovery in enforcement proceedings, and advise debtors in reaching solutions with creditors before proceedings are initiated, and in managing risks once such proceedings begin. We also advise bankruptcy trustees in the administration of bankruptcy estates and the disposition of assets among creditors.
Commercial Real Estate. We advise on all major aspects of property development, from the structuring and planning of the appropriate vehicle through purchase, construction and operation of a new facility. We assist clients in negotiating agreements for the purchase or sale of retail, commercial, and industrial properties, and in drafting joint venture, co-ownership and partnership, and development agreements.