Marco Pontiggia

Marco Pontiggia is a Senior Associate at LEXIA focused on equity capital markets transactions and corporate governance matters. He also provides assistance in private/public M&A deals and venture capital transactions. He regularly advises both domestic and international clients on IPOs, rights issues, tender offers, buy-backs, warrants issue and similar convertible and equity-linked instruments, as well as other corporate finance transactions.

Marco regularly advises listed issuers and industrial groups on the full spectrum of corporate governance and regulatory compliance, with particular focus on the structuring and functioning of corporate bodies, related party transactions, remuneration policies, internal control and risk management frameworks, shareholders’ agreements, proxy contests, equity-based incentive plans, and the design of internal procedures and board committee charters. His practice also extends to ongoing and price-sensitive disclosure obligations, market abuse prevention and enforcement, and the management of insider dealing protocols, including interactions with supervisory authorities and market operators.

He previously worked at a Milan boutique specializing in corporate governance, capital markets, and corporate criminal law, gaining experience implementing Organization, Management and Control Models under Legislative Decree 231/2001.

He holds a Law degree from Università Cattolica del Sacro Cuore in Milan and a second-level Master’s in Corporate Criminal Law. He is admitted to the Genoa Bar.

Eurotech capital increase (public offering)

Assistance to Eurotech S.p.A., an IoT company listed on the Italian Euronext STAR Milan, in its EUR 17.5 million capital increase offered to all shareholders, being one of the first public offerings conducted under the new exceptions to the obligation to publish a prospectus, as outlined in the recently amended EU Prospectus Regulation 2017/1129.

Expert.ai Group multiple investments and acquisitions

Assistance to Expert.ai S.p.A., company listed on the Italian MTF Euronext Growth Milan in connection with:

• a corporate capital increase of up to EUR 20 million;
• the acquisition of 100% of the share capital of I.S.E.D. S.p.A., a software house with a long-standing track record in technological innovation for the public sector and regulated markets;
• a joint venture with Tiscali S.p.A., company belonging to Tesselis Group, listed on the Italian Stock Exchange, to develop an artificial intelligence project with the use of European Union IPCEI Funds.

TIM Shareholders’ Meeting and incentive plans

Assistance to TIM S.p.A. (the major Italian TLC company, listed on the Italian Stock Exchange), in all legal and regulatory aspects related to the convening, preparation, and management of its 2025 annual shareholders’ meeting, including among other things the draft and of three different incentive plans (stock options, phantom shares and performance shares respectively).

Expert.ai capital increase (public offering)

Assistance to Expert.ai S.p.A., an AI company listed on the Italian MTF Euronext Growth Milan, in its EUR 30 million capital increase offered to all shareholders, subject to the publication and approval by CONSOB of a prospectus pursuant to EU Prospectus Regulation 2017/1129.

Merlyn Partners Scsp Fund – TIM Proxy-fight

Assistance to Merlyn Partners Scsp fund in relation to the solicitation of proxies in the context of the proxy-fight for the renewal of the Board of Directors TIM S.p.A. (the major Italian TLC company, listed on the Italian Stock Exchange) in 2024.

Helyx Industries equity financing agreement

Assistance to Helyx Industries S.p.A. (formerly Ulisse Biomed), a biotech company listed on the Italian MTF Euronext Growth Milan, in the context of an equity financing agreement of EUR 10 million with the US-based family office Global Corporate Finance, also involving the issuance of warrants for up to EUR 5 million.

Sale of stake in Openjobmetis and mandatory tender offer

Assistance provided to Quaestio Capital SGR S.p.A. in relation to the sale, together with other shareholders, of its stake in Openjobmetis S.p.A. (previously listed on Euronext Milan), resulting in the obligation for the buyer to launch a public tender offer.

I Grandi Viaggi – Shareholders’ engagement and activism

Assistance to the minority shareholders in relation to (i) the solicitation of proxies for the renewal of the Board of Directors of I Grandi Viaggi S.p.A. (listed on Euronext Milan), (ii) the signing of a shareholders’ agreement and (iii) the related promotion of an activist campaign towards the such company and its management.

EEMS Italia – Investment agreement with Negma

Assistance to EEMS Italia S.p.A. (listed on Euronext Milan) in connection with the negotiation and execution of an investment agreement with Negma Group Investment for a EUR 20 million convertible bond (POC), including support on corporate approvals of the related capital increase up to EUR 100 million.

Servizi Italia – Voluntary tender offer by Cometa

Assistance to the Independent Directors and the Board of Directors of Servizi Italia S.p.A. (Euronext STAR Milan) in connection with the review and approval of the issuer’s opinion on the voluntary tender offer promoted by Cometa S.r.l.