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:

• we are assisting an Italian investment fund for an acquisition of an Italiancorporate group (buyer side, value of the transaction about 50 million EUR – still in progress). Activities: DD checklist; legal DD and DD report; revision of the sale and purchase agreements;

• we are assisting a Chinese State owned Company during the acquisition of an Italian Company (transaction value of around 170 million EUR – still in progress). Activities: DD checklist; two legal DD and DD report; negotiation with Public Authorities; assistance in the suggestions of the mitigation of the risks related to the operation. All the documents have been drafted in English;

• we have assisted a Dutch company during the acquisition of an Italian company (value of the transaction around 20 million EUR – second closing in April 2019). Activities: Due Diligence checklist; legal DD and DD report; drafting and negotiation of two sale and purchase agreements; drafting of PoA; drafting and negotiation of resolutions of BoD and Shareholders meeting; drafting and negotiation of the deed to transfer the shares; management of theclosing activities before the Notary Public. All the documents have been drafted in English;

• we have assisted an Italian Company during the acquisition of the majority stake of another Italian company (value of the transaction about 500 thousand EUR for the acquisition and other 500 thousand EUR for the increase of corporate capital). Activities: DD checklist; legal DD and DD report; drafting and negotiation of the sale and purchase agreement; drafting and negotiation of the investment agreement; drafting and negotiation of the deed to transfer the shares; drafting and negotiation of the put and call agreement; drafting and negotiation of the Management Contracts; drafting and negotiation of the shareholders resolution in order to increase the corporate capital; drafting of the BoD and shareholders resolutions; management of the closing activities before the Notary Public;

• we have assisted a Chinese Company for the acquisition of an Italian company from an insolvency proceeding with production plant in Italy and China (Buyer side, value of the transaction 4 million EUR). Activities: support during negotiation with the liquidator, structure of the transaction, draft and revision of the SPA and closing;

• we have advised an Algerian Company for the acquisition of another Algerian company (seller side). Activities: negotiation and drafting of LOI and SPA;

• we have assisted a company during the transfer of a minority equity interest of a fashion Chinese start-up company to several foreign investor (fund raising, value of the transaction 8 million USD). Activities: support in the structure of the transaction, draft of investment agreement, review and negotiation of bylaws and shareholders agreement, support during the closing;

• we have assisted an Indian Company during the acquisition of another Indian Company (seller side). Activities: drafting and negotiation of the SPA, of the Joint Venture Termination Agreement and of the Future Cooperation Agreement;

• we have assisted a company in a dispute for a receivership of the shares of a LLC., illegally ceded to third parties;

• we have provided a company the extrajudicial assistance concerning a possible conflict of interests of some members of a Foundation’s Board of Directors;

• we have provided assistance in a dispute brought to the supervisory body of S.p.a. in extraordinary administration;

• we have provided extrajudicial assistance to a LLC in a social paralysis due to the bankrupt of the majority shareholder;