The Firm has a consolidated experience in the various sectors of commercial and corporate law and assists on a continuous basis its Clients, including listed companies, with regard to both ordinary corporate consultancy and extra-ordinary transactions.

All the professionals who are part of the Corporate/M&A department have a strong expertise in relation to M&A transactions, including cross border ones, and the foundation of joint ventures, either based on contracts or entailing the incorporation of companies. Such professionals draft all the relevant contracts, if governed by Italian law, or otherwise supervise, in strict liaison with the Client, the drafting activities performed by foreign counsels, and in any case take part to the relevant negotiations.

In relation to extraordinary transactions, the professionals of the Firm assist Clients through the preparation of letters of intent and binding offers, the performance of legal due diligence activities, the drafting and review of acquisition contracts and ancillary agreements (such as, by way of illustration, shareholders agreements, lock-up agreements, put and call option agreements), the attendance to negotiations and the drafting of documents related to closing or post-closing activities.

In particular, the professionals of the Firm have a long experience in the assistance to institutional investors within the framework of extra-ordinary transactions, concerning either listed or non-listed companies, and are able to identify strategies for the protection of the interests of such investors and prepare the resulting documents. In this respect, the Firm has a specific expertise with regard to the acquisition by institutional investors of minority participations and the protection of minority shareholders’ rights. The Firm has also experience in M&A transactions having the form of leveraged buy-out or management buy-out.

Furthermore, the Firm provides continuous assistance to Clients for the drafting and negotiations of all types of commercial contracts, either national or international (including work, sale and purchase, distribution, agency, supply, franchising, lease and licence agreements), as well as with regard to the preparation of corporate bodies’ documents, including the models set forth under the Legislative Decree No. 231 of 2001 through which legal entities are entitled to avoid administrative liabilities in case of perpetration of crimes to their benefit or in their interest.

Track record Corporate/M&A

The Firm has recently assisted:

• The main Italian general contractor in the dismissal of the entire share capital of one of its subsidiaries focused in the business of the construction of major infrastructures at an international level. The firm advised the Client, among others, in the reorganization of such subsidiary as a condition precedent of the dismissal.
• A French company, focused in the business of the telemedicine, in the acquisition of the entire share capital of an Italian competitor from its founders.
• A start-up focused in the business of the telecommunication systems in the procedure of acquisition or liquidation of the share owned by a University in the share capital of such start-up pursuant to the regulation that provides for the obligation of the Universities and other public entities to dismiss or liquidate their participations in private companies.
• The main Italian general contractor in the acquisition of a share of a Joint Venture, set up to build a major infrastructure in Greece, from another shareholders of such Joint Venture.
• The largest Italian general contractor in its acquisition of the entire share capital of the Danish subsidiary of a major international construction group that was involved, as subcontractor of the same Client, in a significant Danish infrastructural project. The Firm advised the Client, among other things, on the financial aspects of the acquisition.
• One of the largest Italian manufacturer of boilers and radiators in the definition of the modalities for the distribution of its products in Turkey, including drafting, negotiating and reviewing the relevant contractual arrangements with the local partner.
• One of the largest global manufacturing of packaging films and pressure–sensitive tapes in its contractual arrangements regarding the acquisition of a cogeneration plant.
• A large manufacturer of units and complete lines for Monomer and Polymer processing in the licence of its technology for the building of a plant in Russia.
• A construction company in the acquisition from a JV partner of an interest in a Colombian joint venture engaged in the construction of a dyke in Colombia.
• The largest Italian general contractor in the sale of the entire share capital in an Algerian subsidiary engaged in the excavation of water wells in Algeria.