Mergers and acquisitions of entire companies or stakes in companies carried out by domestic or foreign industries, commercial companies or by private equity funds represent an area where, thanks to our sound competence and firm commitment, we render our clients customized, highly efficient, business-oriented legal services: from the planning phase (identification of the most suitable contractual, tax and financial structure; letters of intent, confidentiality agreements, financing arrangements) to implementation through the negotiating and drafting of suitable contractual instruments and through actual evaluation (due diligence), to post-closing fulfillments (e.g. price adjustment).

We assist our clients in the selection and negotiation of the most suitable financing instruments (including project financing and leveraged buy-out), corporate governance structure (e.g. shareholders’ agreements, put & call options, escrow agreements, pledge agreements, etc.).

When we assist the seller we devote particular attention to protecting his interests and expectations with respect to the economics of the transaction and to defense against the buyer’s claims. Thanks to long-lasting professional relationships with highly representative domestic and foreign clients, we have acquired specific knowledge and expertise in many business sectors, in which private equity funds and professional investors have focused in recent years: in addition to traditional industrial and commercial sectors (mechanical and components industries, chemical and pharmaceutical, mass distribution and retail chains), information technology, entertainment, energy, infrastructure, finance and banking services.

We assist our clients in planning and implementing the most effective structures with respect to joint ventures, protection of minority shareholders, and reorganization of shareholders’ relationships, both in private companies and when they go public. We pay particular attention to the shareholders’ relationship structure, counseling on the most appropriate authority delegation model, syndicate agreements, issuance and governance of different categories of stocks or special purpose capital contributions, stock option plans and further suitable instruments.

We represent our clients in court or in arbitration with respect to controversies arising from corporate relationships, e.g. directors’ liability or challenge of directors’ and shareholders’ resolutions, challenge of balance sheets, creditors’ approvals and creditors’ claims.

Full assistance with respect to the incorporation of new companies, branches or representative offices as well as the fulfillment of periodical corporate formalities and filings with the relevant controlling authorities adds to the range of the legal services we render in this area.