Assistance to listed companies and their shareholders
We provide assistance to Italian listed companies and their shareholders on issues of corporate governance and their relationship with the Italian Companies and Exchange Commission (“Consob”), as well as in relation to any requirements and issues in regard to the listed companies governed by the Italian Civil Code, Italian Consolidated Finance Act (“TUF“), EU and national laws and code of conduct.
In particular, we provide assistance in the following practice areas:
- assistance to the Board of Directors of the listed companies, other corporate bodies and internal committees of the Board of Directors;
- company secretarial services to listed companies and drafting of annual reports on corporate governance and remuneration;
- assistance at general meetings of listed companies;
- corporate information and drafting of price sensitive press releases;
- takeover bids and stock-for-stock takeover bids;
- rules on ownership structures;
compliance with provisions on significant shareholdings and internal dealing;
- presentation of lists for the appointment of the companies’ governance bodies;
- shareholders’ agreements;
- soliciting and collection of proxies;
- rules on transactions with related parties;
- drafting of internal procedures and regulations (procedures for the management and handling of confidential information, register of persons who have access to privileged information, internal dealing code, procedures on the transactions with related parties and regulations for general meetings and for the Board of Directors),
- rules on market abuse;
- drafting of information documents and prospectuses;
drafting of memorandums and legal opinions with the subject matter being the application of special rules to listed companies;
- relationships with the Italian Companies and Exchange Commissionand assistance on sanctions issued by the supervisory authorities against issuers.
Assistance to non-listed companies and their shareholders
We provide assistance to individuals and industrial and institutional clients on all areas of corporate law, including:
- choice of the best corporate structure and incorporation of the entity;
- drafting of articles of association and shareholders’ agreements;
- negotiation of investment agreements;
- company secretarial services and assistance to the Board of Directors and other corporate bodies, including internal committees of the Board of Directors;
drafting of memorandums and legal advice on corporate law;
- structuring of shareholders’ rights;
- corporate governance;
- issuing of financial instruments;
- duties and responsibilities of corporate bodies.
Mergers and Acquisitions
We provide assistance to individuals, industrial companies and institutional investors in relation to the purchase and sale of shares, capital increases, mergers, demergers, extraordinary transactions and corporate restructuring.
In particular, our services include:
drafting of letters of intent, letters of interest and offer letters;
- setting up of data rooms and providing legal and tax due diligence (including due diligence on corporate, commercial, regulatory, civil, employment and tax law) in relation to M&A deals;
- financing in the context of M&A deals and maintaining relationships with the banks;
- drafting and negotiating investment agreements, share purchase agreements and ancillary documents;
- increase of capital, mergers, demergers and corporate restructuring;
- drafting of deeds and documents in relation to M&A deals.
Thanks to solid relationships with trusted foreign law firms in several jurisdictions, we are able to assist our clients to a high standard on multi-jurisdictional deals.
Furthermore, we have cooperation agreements in place with leading Italian professionals and Italian law firms for the management of issues of administrative law, antitrust law, intellectual property law and urban law.