AN OFFER OF SPECIFIC SKILLS
IN THE INDUSTRIAL,
COMMERCIAL AND FINANCIAL SECTORS
The Firm advises and assists in negotiation and drafting of business agreements, as well as in drawing up appropriate (pre)contractual disclosure as a mean to prevent disputes. Legal assistance and advice are even offered with regards to debt restructuring transactions; purchase, constitution and assignment of real rights; transfer of asset compendiums, also in relation to generation transition and devolution upon death; setting up of legal instruments for management, separation and protection of individual properties and their devolution upon death.
The lawyers of the Firm have gained strong experience in advising and assisting companies and entrepreneurs in the field of commercial and corporate law, guaranteeing to the clients a full support in the definition of all the legal profiles related to business management, ordinary and extraordinary (also with respect to compliance), even in the crisis of the company and in insolvency proceedings.
We advise the entrepreneur in all the life of the company, in consultancy and specialized assistance activities (including the drafting of by-laws and shareholders ‘ agreements and the set up, preparation and implementation of the organization, management and control models envisaged by Legislative Decree June 8, 2001, No. 231) also on a continuous basis, as well as in business contracts (distribution agreements, sales concession, license, production, supply, franchising, agency, mediation, procurement, merchandising, sponsorship, lease, general conditions of sale or purchase, etc.), up to the strategic consultancy (constitution, development, consolidation, reorganization, internationalization of business activities).
The lawyers of the Firm, often involved in important and complex merger and acquisition transactions at both national and International level, have advised and advise a number of leading industrial and commercial enterprises, financial institutions and investment banks in different kinds of transactions, such as mergers and acquisitions, joint ventures, strategic alliances, spin-offs, leveraged and management buy-outs, de-mergers, transfer of business, purchases of shares, reorganization and operations related to corporate capital.
We provide assistance in all phases of the transaction, from the formulation of offers, to the negotiation and drafting of pre-contractual agreements, the organization and execution of due diligence checks, the negotiation and drafting of contracts and any other required legal documentation.
We advise and assist with reference to transactions relating to real estate, including either straight acquisition (carried out from physical persons or big players) – also of large portfolios – or management, and reconstruction; either complex investment, development, construction transactions, as well as any related funding and guarantee. The Firm offers services related to any kind of transaction relating to real estate (commercial, retail, logistics, tourism / hotel, residential) and assists clients, either national and International, companies, real estate funds, banks, private and institutional investors, developers and retailers; taking care of each phase, from the preparatory agreements to the definitive transfer, evaluating from a legal point of view, the feasibility conditions, with reference to all civil, administrative and building aspects.
The Firm advises and assists banks, financial intermediaries, companies providing investment services, companies issuing financial instruments, listed and not listed, and their counterparties, in the definition of their objectives and in all phases of the transaction and in dealing with the Regulatory Authorities. Legal services refer to either straight raising and lending transactions (such as loan, credit facilities, banker’s advance, discount and bank guarantee) or investment contracts, including the draft of standard forms and general terms of contract; or complex banking and finance transactions (granting of syndicated loan, real estate subordinate and preferential financing, assignment of credit, factoring, financial and operating leasing, debt restructuring, securitization and block credit assignments); or transactions for issuing and circulation of financial instruments, for hedging by means of derivative financial instruments, as well as IPO.
The Firm’s lawyers have a strong experience in litigation, either in court and in arbitral proceedings, and provide assistance in any disputes, both at national and International level, before the higher courts and European courts. We assist companies and individuals in complex litigation proceedings, in the management of any corporate disputes, including liability actions and disputes promoted in the context of insolvency proceedings, and in Product liability and Consumer Protection actions. The activity is also addressed to the management of pre-litigation relations, with particular attention to the evaluation of the “merits” of the controversy, as well as to the complete definition of the dispute.
We advise in Private Insurance Law, in ordinary and extraordinary course of business, in drafting of insurance contracts, in negotiating and drafting of insurance brokerage agreements and in dealing with sector Authorities. The services are extended to the drafting of technical and regulatory opinions, to compliance issues, to civil and administrative disputes, including arbitration, to insurance brokerage, bank-assurance and collaboration between intermediaries, to relations with the Regulatort Authorities in connection with the set up and authorization of insurance companies, to the formulation of technical questions, the examination of regulations in consultation, to the formulation of communications and prior requests relating to extraordinary transactions, to the prior discussion of restructuring and governance projects and to any sanctionary proceedings.
TMT and Media are always subject to fast technological development and increasing convergence which combines with an evolving and adapting regulatory framework. Our lawyers have acquired specific industry acknowledged skills and know-how which range from M&A transactions to contractual and regulamentary issues, advising major leading Italian and international players in the media and telecom markets. We offer our advice in all sorts of transactions and regulatory contest to operators in all the TMT platforms, from content providers to television and radio broadcasters, land and mobile telecom operators, over the top platforms, app developers and suppliers to traditional media editors and publishers, advertising agencies and online and e-commerce players.
We have acquired specific skills and know how in these industries providing legal advice to a number of players such as events organizers (FIFA Italy ’90), Formula 1 Teams, sports associations, sponsors, major football clubs, right holders, content and music producers and content providers, professional athletes, show business and music talents and celebrities. Our experience allows us to offer to clients highly personalized services in the areas of sports and entertainment including negotiation and drafting of contracts such as licences, sponsorships, M&A and joint ventures, rights disposal or individual agreements.
Dorothy De Rubeis assisted a pool of banks consisting of Mediocredito Italiano (Intesa Sanpaolo Group), Mps, Bpm and Bper, in the financing operation of 24.6 million euros in favour of the hotel group TH Resorts in order to implement a development plan marketing and refurbishing facilities.
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