Commercial and Corporate Law
The Firm provides specialized legal advice in corporate and business law, assisting Italian and international individuals and legal entities in the management of corporate activities, both ordinary and extraordinary. We provide support to shareholders, directors, corporate bodies and investors throughout all phases of a company’s life cycle: from incorporation and operational management to extraordinary transactions, investments, and liquidation.
Thanks to our territorial coverage, foreign offices and a consolidated network of international partnerships, we provide comprehensive and integrated assistance, including accounting and notarial services, for all types of corporate transactions.
We assist clients in choosing the most suitable corporate structure, drafting articles of association, shareholders’ agreements, governance clauses and setting up the transaction through preliminary documentation (termsheet, LOI, MoU). We provide preventive compliance activities and support during the registration or establishment of Italian and foreign companies, joint ventures, consortia or cooperatives.
During the life of the company, we provide assistance in drafting corporate documents, shareholders’ meeting minutes, amendments to the articles of association, powers of attorney and contracts. We prepare and update organizational models in accordance with Legislative Decree 231/01, supporting the client in their relations with authorities and third parties. We negotiate national and international commercial contracts and provide support in the prevention and management of corporate disputes.
The Firm is active in extraordinary transactions – mergers, demergers, transformations, transfers of registered offices or assets – and in M&A transactions. We assist clients throughout the entire process, from due diligence to deal closing, including the drafting of sale and purchase agreements (SPAs), shareholders’ agreements, investments agreements, and parasocial agreements. Our support also extends to negotiations with trade unions and the management of all closing-related activities.
We provide assistance in acquisitions and disposals of equity investment, transfers of companies or business units, recapitalization transactions and contributions. Our services cover every stage, from defining contractual terms to providing assistance with documentation and negotiations, right through to the implementation of post-closing obligations.
We support companies in managing crisis or insolvency situations, in preparing restructuring and composition plans, as well as in voluntary liquidation operations. We also offer support to creditors or partners involved in other parties’ crises, identifying credit protection and damage mitigation tools.
We assist companies, shareholders and corporate bodies in court and arbitration proceedings – including international ones – in disputes concerning management liability, invalidity of resolutions, abuse of majority/minority rights, and disputes between shareholders or with third parties. We are also active in proceedings before the ICC in Paris and in cross-border contexts.
Notable cases
We have assisted an Italian investment fund in relation to the acquisition of a group of Italian companies (assistance to the buyer, transaction value approximately EUR 50 million). Our work included due diligence, review of the sale and purchase agreements and support at closing.
We have assisted a Chinese state-owned company in the acquisition of an Italian company (buyer assistance, transaction value approximately EUR 170 million). Our work included due diligence, negotiation with public authorities and assistance with proposals to mitigate the risks associated with the transaction. We provided regular updates on the progress of the transaction, also in Chinese language.
We have assisted a Dutch company in the acquisition of an Italian company (assistance to the buyer, transaction value approximately EUR 20 million). Our work included due diligence, drafting and negotiation of two sale and purchase agreements, legal secretarial services with drafting of powers of attorney, board of directors and shareholders’ meeting resolutions, negotiation and drafting of the share transfer deed, support at closing;
We have assisted an Italian company in acquiring a majority stake in another Italian company (buyer assistance; transaction value approximately EUR 500.000 for the acquisition and an additional EUR 500.000 for the capital increase). Our services included due diligence; drafting and negotiation of the sale and purchase agreements, investment agreements, share transfer deeds, and put and call agreements; legal secretarial services, including drafting of the board of directors and shareholders’ resolutions relating to the capital increase, adoption of new articles of association, and appointment of the new board of directors; support at closing.
We have assisted a Chinese company in the acquisition of an Italian company undergoing insolvency proceedings with production plants in Italy and China (assistance to the buyer, transaction value approximately EUR 4 million). Our work included the support in negotiations with the liquidator, structuring of the transaction, drafting and negotiation of the share and purchase agreement, support at closing;
We have assisted an Algerian company in the acquisition of another Algerian company (assistance to the seller). Our work included the drafting and negotiation of the LOI and the share and purchase agreement;
We have assisted a company during the transfer of a minority equity interest of a fashion Chinese start-up company to several foreign investor (fundraising, value of the transaction approximately 8 million USD). Our work included the support in structuring the transaction, drafting of investment agreement, reviewing and negotiation of the articles of association and shareholders agreement, support at closing;
We have assisted an Indian company (assistance to the seller) in its acquisition by another Indian company. Our work included the drafting and negotiation of the share and purchase agreement, drafting of a joint venture termination agreement, and drafting and negotiation of a collaboration agreement.
We provided assistance in a dispute concerning the judicial seizure of shares in a limited liability company that were illegitimately transferred to third parties.
We have provided out-of-court assistance in relation to a possible conflict of interest involving certain members of the board of directors of a foundation.
We have provided legal assistance in a dispute brought against the supervisory body of a joint-stock company under special administration;
We have provided out-of-court assistance to a limited liability company in state of paralysis due to the bankruptcy of its majority shareholder.
We have assisted a company in the procedure of composition with creditors (concordato preventivo), supporting it in negotiating agreements with suppliers and creditors. Our work included strategic advice on debt recovery, submission of court applications for the sale of company assets, and preparation of targeted legal opinions.
We have assisted a company in the implementation phase of the court-approved composition plan with business continuity. Our work included support in the debt recovery phase, preparation of periodic pleadings and half-yearly reports, assistance with reporting obligations and the drafting of distribution plans.
