Mergers & acquisitions

Our experience covers all aspects and types of M&A transactions and corporate issues, representing strategic players as well as financial sponsors. In addition, the firm assists its clients in transactions in bankruptcy proceedings, having been one of the first law firms to implement a debt restructuring agreement under Article 182 bis of the Bankruptcy Law.

To offer innovative and rigorous solutions on a theoretical level, which can withstand any disputes, we conduct systematic study and research in the field of corporate law and M&A transactions, working with universities, professional and sector associations. For example, we participate in the activities of the various committees of the Business Law Section of theAmerican Bar Association (Negotiated Acquisitions, Task Force on Distressed M&A, Private Equity M&A, International M&A, etc.), etc.

Since 2008, we have carried out annual proprietary research on the bylaws of the target companies of M&A and private equity transactions and on the impact of shareholders’ agreements on the bylaws; for that purpose, we have analyzed in recent years over 100 by laws of companies, concerned by majority and minority investments, and gaining a unique perspective on the industry standard in Italy and on the most common and atypical clauses and how these are evolving over time.

As a leader in Italy in the Digital, Media &Technology sector in particular, our professionals combine legal expertise with a deep knowledge of the industry in general and the evolution of technology and business models in particular.

Our experience in this sector includes:

• acquisitions, merger and spinoff transactions, in which we have represented industry players, private equity funds, target companies, minority shareholders and management teams
• acquisition of multinational corporations in transnational contexts (“multi-jurisdictional acquisitions”)
• shareholders’ agreements and alternatives to shareholders’ agreements (to avoid the 5-year time limit in art. 2341-bis)
• joint venture agreements and subsidiary agreements
• sale of shares and stake
• divestment transactions
• company group restructuring
• participation in the Board of Directors and Shareholders’ Meetings, particularly if there is a plurality of parties and interests
• conflicts between shareholders
• company or asset acquisition transactions during bankruptcy proceedings
• assistance regarding restructuring plans as per Art. 67 of the Bankruptcy Law and restructuring agreements as per Art. 182b of the Bankruptcy Law.

More specifically, here are some examples of transactions we have handled recently:

• the negotiation of a buy-out transactional management for an Italian company in the fashion sector to an English company and assigning the English company’s shares to management
• the acquisition of various Italian licensing companies to Italian and foreign fashion brands on behalf of an important Chinese operator listed on the Hong Kong Stock Exchange
• the investment in a leading company in online insurance brokerage with the conferral of a business line, issuing share classes for particular rights to some shareholders and issuing warrants
• the negotiation of the buyer’s right to indemnity regarding the guarantees provided in a share sales contract for the sale of a company operating in the pharmaceutical sector
• the transfer of a control package to an Italian television broadcaster to a private equity fund operating in the media sector on behalf of a German television broadcaster
• the acquisition of an Italian company by a US company, a global leader in the quality certification and product safety sector
• the demerger and restructuring of a company operating in the biotechnologies sector during acquisition by a Swedish company listed on the Stock Exchange
• the acquisition of an Italian television broadcaster by the German company operating in the satellite television sector
• the acquisition of minority stake in companies operating in the internet sector
• the restructuring of the business lines operating in Italy for a US telecommunications company through the sale of stake in Italian companies
• assistance with restructuring. through bankruptcy proceedings and special administration, of a company operating in the automobile sector