The Firm assists joint-stock companies, cooperatives, participating entities and business groups in the following activities:

 

• definition and adaptation of governance structures pursuant to art. 2086 of the Civil Code;
• drafting and modification of statutes, assembly and contractual regulations;
• analysis of function delegations and signature powers;

• structuring and reviewing parasocial agreements, voting agreements and unions;

• management of relations between partners, corporate conflicts and causes of dissolution.

 

Advice is guaranteed in compliance with supervisory practices (Consob, Bank of Italy, OIC, Corporate Governance Code) and best practices in corporate contracts.

Particular attention is paid to the protection of directors, auditors and members of the supervisory bodies, with regard to:

 

• management of civil liability risk pursuant to art. 2392 of the Civil Code and art. 2476 of the Civil Code;
• prevention of criminal liability and related 231/2001;
• adoption of internal control procedures and information flows suitable for documenting management diligence;

• assistance in the event of appeals, minority complaints, liability actions or disputes in bankruptcy proceedings.

 

The firm also provides assistance as a technical defender in criminal and precautionary proceedings against directors and auditors, coordinating the activity with the defender of the entity where
relevant.​

The Firm offers complete legal support in the following operations:

 

• mergers, demergers, transformations and transfers;
• increases and reductions in share capital, issues of participatory financial instruments;
• acquisitions and disposals of shareholdings, including within multinational groups;

• management buy-out, leveraged buy-out and capital restructuring operations;

• voluntary liquidations and minor insolvency proceedings, including liability for crisis management pursuant to art. 2486 of the Civil Code

 

The activity includes the drafting and negotiation of framework contracts, investment agreements, recovery plans, as well as assistance in preparing resolutions, explanatory reports and documentation required for the implementation of the acts.

The Firm carries out legal due diligence activities on target companies, in the event of M&A, private equity, entry of new partners or investors, with analyses focused on:

 

• structure and validity of assembly and council resolutions;
• existing contracts and critical clauses (change of control, non-competition, golden parachute);
• pending litigation, regulatory risks, compliance and 231/2001 aspects;

• tax and anti-money laundering profiles, risks of past liability of top management bodies.

 

Assistance is also provided in drafting legal reports, documents for the vendor or investor, and support in the closing, signing and post-deal integration phases.