Corporate – M&A
Our Firm has consolidated experience in establishment of companies and joint ventures, negotiation and drafting of shareholders’ agreements, contracts and agreements with and amongst associates. We draft and negotiate articles of association, contracts, provide assistance to shareholders and administrators and prepare company documentation.
Our professionals have developed a specific expertise in corporate transactions: mergers, demergers and acquisition, also via transfer of shares or stocks, companies or branches, corporate assets, coordinating due diligence activities and assisting clients, both buyers and sellers, from a fiscal and financial point of view, also preparing all related contractual documentation.
We assist both Italian and foreign Investment Management, private equity and venture capital companies, during all operations and investments in the Italian market, including their establishment and authorization, fund raising, start-up, early stage investment, business incubator and LBO, MBO, MBI, BIMBO, loans, disposal of Investments.
- Annibale Brancia
The Firm advises on all corporate law requirements for listed and unlisted Italian and foreign companies. It dedicates significant professional time and effort to the analysis of legal innovations developed by academic and research oriented professionals.
The Firm is regularly involved in the major hostile and friendly acquisitions in all economic sectors involving Italian listed and unlisted companies. It assists Italian and foreign clients – as buyers and sellers – in the sale and purchase in Italy and abroad of industrial, banking, insurance and financial enterprises. The Firm’s services include transaction structuring, including from tax and financial perspectives, due diligence, and preparation and negotiation of contractual documentation.
The Firm has consolidated experience in the private equity sector, regularly assisting the primary Italian and foreign private equity funds in acquisitions of majority and minority stakes in companies and, with the close co-operation of the Firm’s tax, regulatory, antitrust and finance professionals, assisting with the structuring of shareholders’ agreements and exit terms and conditions. In this context, the Firm also assists in the formation of funds and companies in Italy and abroad, corporate, tax and regulatory structuring issues, and the preparation of contractual documentation.
The private equity practice area benefits from a dedicated business unit comprised of professionals who, in light of their experience in various relevant areas (corporate, finance, regulatory, tax, employment law), co-ordinate their advice to better serve client needs.
The Firm has consolidated experience in structuring joint ventures involving Italian and foreign partners and in advising clients participating in complex bidding procedures. It manages all aspects of the joint investment.
The Firm advises family and medium sized companies seeking to access the capital markets and implement generation shifts in control.
The Firm advises in connection with commercial supply, distribution, franchising, agency, tender and licence agreements. The Firm adapts complex international market products and structures to Italian law concepts and institutions so as to ensure their legality and coherence under Italian law. The Firm’s experts in the various practice areas involved (for example employment law and antitrust for agency and distribution agreements, and intellectual property for patent and trademark licences and technology services outsourcing) participate in the negotiation and preparation of documentation.
The Firm assists Italian and foreign companies, both listed and unlisted, industrial concerns, banks, insurance companies and financial companies with the full range of corporate governance issues, including the determination of shareholder rights, the structuring of corporate groups, the selection of administration and control systems, the structure of the corporate decision making bodies, the adoption of systems complying with best international practice, recommendations regarding the Italian Stock Exchange’s Self Disciplinary Code, and assistance with generation shifts in family owned businesses.
Through its accounting and tax experts, the Firm advises in connection with financial statements and accounting in conjunction with auditing firms. The Firm has invested significant resources in analysing International Accounting Standards (“IAS”), to identify both the restraints imposed by, and the opportunities offered by, the new rules.