Why Choose Our Corporate Lawyers?
The Firm has advised important European and Overseas companies about entering the Italian market, and Italian companies about the launch of their products in foreign markets. Cross-border work is where we excel and the majority of our transactions have a multi-jurisdictional focus.
Our strong teamwork and proactive approach enable us to manage cross-border operations effectively and with the greatest benefit for our clients.
The Corporate section of our Advisory Department is led by Avv. Valentina Giarrusso and is made up of the following main groups of practice:
- Corporate Law: the Firm provides assistance in the formation and registration of companies, the drafting and negotiation of agreements such as joint ventures, the transfer of shares and any other agreements relating to corporate membership or related rights, shareholders’ agreements including those not expressly mentioned in Article 2341 bis of the Civil Code, Mergers and Acquisitions, all in the preparatory and fulfilment phases; the transfer of a firm or branch, investments, public tender, admission to the stock exchange, risk management, assistance with takeovers, corporate policy analysis, codes of conduct, legal assistance in Annual General Meetings, liquidation and winding-up procedures.
- Commercial Law: all commercial contracts, inter alia, contracts, provision of services, agency, franchising and distribution agreements, supply contracts, two-tier contracts, construction and development, product safety, marketing, maintenance and support, white labelling; outsourcing, procurement, intellectual property rights (licensing, assignment and transfer, IP issues in agency, franchising and distribution contracts, e-search projects, innovation, high-tech, music, literary and artistic creations).
- Banking and Finance: banking contracts, bank loan guarantees, deposits, funds, investments, loans, pledges, mortgages; governance and solvency to engagement with supervisors; bond, securities and warrants, swaps and derivatives, capital gains, high-yield investments and titles, hedge-funds, LBOs; assistance in relation to authorization to provide banking services (bank accounts, deposits, saving, BLGs, etc.) or investment services, financial services (authorization and compliances of SGR, SICAV, FUNDS, bank and branches); intermediary misconduct and fraudulent advice; high-profile disputes, reputational risk management; legal assistance and advice in disputes between banks and clients; legal representation in proceedings involving supervisory authorities such as Consob and the Bank of Italy, about compliance issues with the relevant regulations or defence in cases of preliminary investigation of presumed violations.
- Private Equity: the importance and complexity of Private Equity dynamics and issues now have a primary role in the whole financial world. Stock option plans, IPOs, LBO’s and Corporate Finance structuring are included in the category of equity capital market transactions which our team of professional deal with. The quality of our legal assistance is backed up by a solid and renowned track record. Our professionals are focused on achieving good results in the tasks assigned to them. The following are integral parts of our Private Equity assistance: company fiscal-planning, company restructuring, refinancing rounds, transfers and hive-offs, tenders, takeover bids, swapping and tenders on the financial and stock markets as well as nurture expansion, new-product development, company restructuring, LBOs, venture capital, growth capital, distressed investments, mezzanine capital, angel-investors, secondaries, investments in Real Estate, Infrastructure, Energy and Power, Merchant Banking, Fund of funds and Royalties.
- Energy: the Firms provides legal assistance, from the negotiation to the drafting phase, for programmes complying with the legislation about the environment and agreements on the development and exploitation of energy resources. KMlegalnet carries out checks and evaluations of compliance with the requirements of environmental laws and assessments of the environmental impact of stocks of waste, sewage water and leaking fluids, emissions of dangerous waste into the atmosphere, and electro-magnetic pollution. The Firm assists clients in developing green-field industrial projects, including assistance in obtaining financing.
- Insolvency Law and Debt Restructuring: particular attention is paid to company crisis management and debt restructuring of any type and size for companies facing insolvency procedures. The recent regional and global economic crisis has affected access to credit and forecasts for economic growth. The Firm advises clients about debt restructuring measures, the process of negotiating outstanding debts, and reaching a deal linked to a reconstruction plan that lets companies bounce back from insolvency or temporary hardship. The Firm also takes advantage of a special procedure of debt restructuring for small companies introduced by the law n. 3/2012, which allows small companies facing overexposure to debts to avoid an excessive burden of interest and penalties and benefit from a reduction of debts by order of a court.
- Real Estate: the Firm assists Italian and foreign companies in complex real estate and property purchases and transfers or leases, including industrial and commercial premises, project finance, real estate transactions, land apportionments, permits, construction funding and real estate financing. Our team of experts provides assistance in public selection procedures for construction, construction projects, turnkey projects and joint ventures. Our Real Estate team, made up of lawyers and architects assists companies, developers and constructors, whether public, private or mixed, for all proceedings related to the public selection process. In particular: finding and choosing public selections; presentation of application forms to public selections; presence and representation at the selection meeting. The team works together with our Administrative Litigation Team to challenge possible decisions or adjudications. Legal assistance is also provided for construction licences and sub-licences; contract drafting and contract fulfilment; construction permits and public works concessions for cultural and archaeological sites; public services concessions and services for communities, in particular water and gas supply, waste and landfill sites, infrastructures and transport services; public transfer contracts of municipal buildings protected by special municipal orders ; legal advice for carrying out public works, closing public works contracts, including those assisted by project financing; representation at public meetings, during the adjudication process and during contract execution (approval of variations, contract compliance, guarantees, defects liability); representation and assistance to obtain SOA Certificates issued by the Societies of Certification (SOA) and to deal with a refusal by the SOA; representation in situations involving public works and supply service watchdogs; advice about the formation and management of Consortiums and Syndicates; legal consultation about construction contracts (exclusion clauses, suspension and resumption of works, variations and final or intermediate approval); legal representation in proceedings related to seizure or expropriation and against expert estimation of value.
- Intellectual Property: intellectual property law is in constant evolution and expansion to keep up with scientific progress and new technology. Intellectual Property legislation is dealing with this new industrial revolution by adopting a common approach to regulate old and new aspects of IP rights, to suit the new needs of IP rights protection. A high degree of interaction between the most advanced pieces of legislation is encouraged by conventional and supranational agreements.
Our IP Team closely follows the trends in new IP legislation, both at national and international level, to provide a complete legal service that addresses the new challenges in protecting Patents, Copyright, Design rights and symbols (Trademarks, Company Names, Domain Names and Symbols), and particular items of intellectual property, like Software, Semiconductor Topographies and Plant Varieties.
The Firm advises Italian and foreign clients in all aspects of IP law: obtaining IP rights, from IP research and request for registration to the protection of IP right(s); once granted, protecting IP rights from violation, unauthorised reproduction, illegal entry of counterfeit products and unfair competition.
The Firm provides assistance with all kind of contracts related to IP rights, including trademark and patent licence contracts, technology transfers, transfers of firms or of branches of firms, due diligence in the company formation or acquisition process, agency, franchising and distribution agreements, drafting legal reports and opinions, licence contracts, technology transfer agreements, transfer of exclusive industrial rights, and all aspects regarding IP in the transfer contracts of firms.
The Firm’s IP Department also provides legal services in Information, Technology and Media Law for all aspects of data protection, IT contracts, patent granting, websites and Internet Service Providers (ISP). Our team also gives advice about e-commerce, aspects related to IP in Competition Law and Privacy Law, and they collaborate with the Corporate and Commercial Department to offer a comprehensive approach to the various aspects of IP and IT law, and to work out effective solutions.