Corporate Law

The Firm assists its Clients in the planning of a wide range of operations, assisting them in choosing the most appropriate form of investment in relation to their specific needs.

In particular, before the corporate’s incorporation, the Firm performs a deep compliance activity in order to provide a complete analysis of the documentation and of its regularity with the applicable law. The Firm, also, assists its clients in the programming and planning by means of a detailed termsheet.

Firm’s Professionals, through the participation in shareholder’s meetings and board of directors of primary companies operating in several commercial sectors, have a wide experience in negotiation and drawing up of deeds of incorporation of Italian and international companies, joint venture with Italian and foreign partners, corporate agreements, By-Laws clauses and shareholders’ agreements and in defining and choosing the best governance structure in relation to the client’s needs, the type of corporate, its nationality or business.

The Firm provides legal support to its Client and to the corporate bodies in order to ensure compliance with all laws and By-Laws requirements following the incorporation or modification of the corporate.

Moreover, Firm’s professionals have gained a valuable experience in cooperative and consortium legislation.

Throughout the duration of corporate, the Firm provides assistance and consultancy in negotiation of corporate changes, even during the meetings of shareholders and of all other corporate bodies.

Firm’s professionals daily deal with the drawing up and drafting of corporate documents, minutes of ordinary and extraordinary shareholders’ meeting and of the board of directors and, in general, the drawing up of all corporate documentation and the compliance with what is required by law.

Thanks to the collaboration with external professionals qualified in the carrying out of compliance activity even in non-legal sectors, the Law Firm provides assistance in verifying, drawing up and upgrading of the so-called “Modelli di Organizzazione” (Models of Organisation”) pursuant to the Italian Legislative Decree no. 231/2001.

It also provides a day-by-day assistance in drafting and trading all kinds of commercial agreements with national and international subjects (including, without limitation, works and supply contracts, trade mark related agreements, logistics, transport and management of goods and services), and it supports the Client in order to get through critical issues and to settle disputes between shareholders, corporate bodies and Public Authorities.

The Firm constantly provides specific advice and assistance to its Italian and international Clients, in negotiation and implementation of extraordinary operations ordered to the reorganization and corporate development, by way of illustration, mergers and demergers, transformations, transfers of corporate’s office and plants, in Italy and abroad, and in the incorporation of temporary groupings of enterprises and joint venture.

In particular, Firm’s professionals provide assistance during all necessary phases in order to accomplish the following corporate actions: negotiation of transaction’s terms and preparation of preliminary commitments (e.g. Letter of Intent, Memorandum of Understanding), legal and tax due diligence activity (carried out through the participation of selected external consultants), trading and drafting of contractual agreements, negotiation with employees and trade unions, management of problems that may arise, during the closing and for the implementation of the contractual and legal obligations required for the completion of the transaction.

The Firm has gained a significant experience in counselling Italian and international clients, during investment and disinvestment operations in national and foreign companies.

Firm’s professionals, in particular, provide advice and assistance on acquisition and transfer of shares – both majority and minority –, transfers of companies and corporate branches or other assets, as well as recapitalisation operations, by means of contribution in cash or in kind.

In particular, Firm’s professionals provide assistance during all necessary phases in order to accomplish the following corporate actions: negotiation of transaction’s terms and preparation of preliminary commitments (e.g. Letter of Intent, Memorandum of Understanding), legal and tax due diligence activity (carried out through the participation of selected external consultants), trading and drafting of contractual agreements (SPA – Sale and Purchase Agreement), during the closing and for the implementation of the contractual and legal obligations required for the completion of the transaction.

The Firm assists its Clients during the insolvency proceedings, supporting them in drafting of debt restructuring plans as well as during the management of phase related to the composition with creditors.

The legal assistance involves also companies suffering the effects of the crisis of their debtor companies, supporting them in the choice and use of appropriate actions to minimize the damage from the debtor’s deception.

The Law Firm provides expert advice and assistance to companies, shareholders and companies bodies, during the out-of-court and arbitral (also international e.g. International Chamber of Commerce of Paris) and judicial phases.

In this regard, the Firm has a great deal of experience in litigation regarding the liability of directors and statutory auditors, both in insolvency proceedings or in ordinary or arbitrary proceedings, and, in particular, with regard to the duties and responsibilities of directors and statutory auditors, drafting and accurate keeping of accounting records, complaints by the Supervisory Authority, exercise of the rights of majority shareholders and violations of the rights of minority shareholders, appeal against financial statements and shareholders and corporate bodies’ resolutions.

Zunarelli’s Firm cooperates with notaries and expert accountants specialized in extraordinary corporate operations and with professionals who have personally followed the quotations of companies of considerable importance at national and international level.

Some of Firm’s professionals regularly participate in seminars and are involved in public activities. Moreover, they are members of board of directors of some relevant companies.

Below are some examples of engagements the Firm has done recently:

• legal assistance to a corporate from Veneto in the incorporation of a Joint Venture with a Chinese corporate aimed at the commercial development of a project related to electromagnetic accumulators with high energy efficiency,
• assistance in the drafting of the By-Laws of two limited companies interested in the development of technological applications and import-export of mechanical components, as well as in the drafting of related shareholder’s agreements,
• consultancy in the drafting of the By-laws and Regulations of a limited liability consortium corporate aimed at supplying port and maritime services,
• support a Chinese corporate in the acquisition of the total stake owned by a controlling corporate of a corporate group situated in other countries (Italy, China, Switzerland),
• assistance to an Indian corporate in acquiring the total stake of an Italian corporate,
• advice to the Italian subsidiary of a multinational corporate in the negotiation and drafting of a contract for the acquisition of a corporate branch of an Italian corporate,
• consultancy to a Chinese corporate in the negotiation and drafting of a credit assignment contract, which also provided for the release from a pledge of all the share certificates of an Italian corporate, controlled by a Chinese corporate,
• assistance to a limited liability corporate in respect of a sale of shares between shareholders,
• consultancy to a Swiss branch of a multinational corporate in the replacement of the members of its Board of Directors,
• advice to a multinational corporate in the replacement of share and financial instruments certificates pawned to a foreign bank,
• assistance to a British subsidiary of a multinational corporate in the negotiation of a contract for the sale of all the shares held in an Indian corporate, owned by the British corporate, to the other shareholders of the Indian corporate,
• assistance to a multinational corporate in the negotiation of a contract for the sale of all the shares held in an Algerian corporate,
• consultancy to a corporate in the negotiation of a License Agreement with an Indian corporate,
• assistance to a multinational corporate in procedures relating to a seizure of a production plant essential for the corporate’s operations and the related economic and management implications,
• support to a limited liability corporate in the procedures aimed at excluding one of its shareholder from the corporate structure, by means of a precautionary order,
• provision of legal opinion on management and coordination, which presupposed the examination of a series of shareholders’ agreements concluded between some members of some Italian companies owned by multinationals, including a leading corporate in the biotechnology sector,
•  provision of a legal opinion to the shareholders of a limited corporate subjected to an insolvency proceeding, related to the possible involvement of the control body in the cause of the instability that has involved the corporate,
• assistance to a limited corporate against a former shareholder who filed for bankruptcy. The file has been rejected by the Court,
• advise to several cooperative companies in the drafting of shareholders’ resolutions and in the definition of credits and debts of the outgoing shareholders.