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28MarEarn-out clauses: advantages and pitfallsThe road to a successful acquisition holds a wide variety of challenges for both acquirer and target. A common area of concern arises from the unavailability of private information, which may lead the parties to assess the target’s intrinsic value very differently. Bridging the gap between different estimates of the target’s value is a fundamental…
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14MarItalian government approves new rules on foreign investment in strategic sectorsOn March 9 the Italian Government approved a Law Decree setting forth for the first time a broad set of governmental intervention and veto powers in certain strategic sectors: defense; energy; transportation; communications. This new set of rules will have a significant impact on companies operating in such sectors. In particular, the new rules include…
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27FebCorporate capital increases: share premium and minority interestsPurposes and functioning of share premiums In most corporate capital increases, where new shares are issued the company usually determines the selling price, adding an additional sum to the nominal value of the shares. The difference between the nominal value and the selling price of the shares is known as the share premium. The reason…Article filed under: Mergers & Acquisitions
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17FebParticipative financial instruments: what opportunities?Economic crises, debt restructuring and new “instruments” of solution Participative financial instruments (the “Strumenti Finanziari Partecipativi – SFP”) have been introduced by Legislative Decree no. 6 of January 17, 2003 (the “Reform”) by amending the existing article 2346, paragraph 6, of the Italian civil code. This provision reads ”The company may issue financial instruments that…Article filed under: Mergers & Acquisitions
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8FebMac clauses: drafting, enforceability and alternative remediesIntroduction In times of economic difficulty, parties to M&A transactions are more inclined to adopt mechanisms that allow them to adjust or even terminate their agreements if certain adverse events occur. One such mechanism, which has received much attention in recent years, is a material adverse change (MAC) clause, also called a material adverse effect…
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9OctAsset deals: the right choice under italian law?When structuring an acquisition, vendors and acquirers often opt for an asset deal, taking into account their respective needs and the advantages offered by this type of structure...Article filed under: Mergers & Acquisitions
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31AugProtectionism and parmalat: analysing the groupe lactalis takeover bidOn July 8 2011 French dairy company Groupe Lactalis confirmed the acquisition of 83.3% of Parmalat SpA’s stock capital on the conclusion of a !3.4 billion takeover bid. The transaction makes Groupe Lactalis the world leader in dairy products. Following Groupama’s attempted takeover of Premafin, EDF’s interest in Italian Edison and the takeover of Bulgari…Article filed under: Mergers & Acquisitions
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25MayAvoiding conflicts between due diligence and privacyThe impact of data protection law on due diligence is an increasingly important aspect of M&A transactions. Italian law has no specific provisions on data protection in due diligence; nor has the Data Protection Authority issued administrative provisions on the subject. Nevertheless, parties to mergers and acquisitions must think carefully about the data protection aspects…Article filed under: Mergers & Acquisitions
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2FebDirectors’ liability for health and safety incidents.Supreme Court Decision 38991, which was issued on November 4 2010, has established that a board of directors may be held liable in respect of duties of health and safety in the workplace. The court considered events that resulted in injury and which occurred in a company with a complex structure. In its decision it…
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31JanNew rights for minority shareholders in listed companiesOn January 27 2010 a legislative decree to implement the EU Shareholders’ Rights Directive (2007/36/EC) amended certain provisions of the Civil Code and the Consolidated Finance Law (Legislative Decree 58/98). The revised rules have applied to shareholders’ meetings called since October 31 2010. The aim of the reform is to encourage investment in listed companies…Article filed under: Mergers & Acquisitions
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