The Firm supports companies and groups throughout their corporate life: incorporation, governance, growth by acquisition, international expansion and, where needed, restructuring.
M&A. On acquisitions and disposals, the Firm advises from the letter of intent through due diligence to negotiation of the sale and purchase agreement (SPA or transfer of quotas/shares): representations and warranties, indemnities with deductibles and caps, price adjustment and earn-out mechanisms, non-compete covenants, W&I insurance and checks on any antitrust or Golden Power notification duties.
Corporate governance. Drafting and reviewing articles of association of S.r.l. and S.p.A. companies, shareholders’ agreements, group governance rules, management incentive plans and compliance models under Legislative Decree 231/2001.
International contracts. Distribution, agency, franchising, supply, licensing and international construction contracts, with attention to the applicable law (Rome I Regulation), the dispute-resolution clause and, for distribution networks, compliance with EU competition law: Regulation 2022/720 on vertical agreements and its guidelines govern selective and exclusive distribution and restrictions on online sales.
Intellectual property. Registering and defending trade marks and patents (EUIPO, WIPO/Madrid, EPO), licensing and technology-transfer agreements, and protection of trade secrets (articles 98-99 of the Industrial Property Code).
Business distress. Advice on the tools of the Business Crisis and Insolvency Code (Legislative Decree 14/2019): negotiated settlement, restructuring agreements and composition with creditors.
