Advice and assistance in extraordinary transactions, acquisitions, disposals and corporate reorganisations, with particular attention to governance aspects, risk management and the protection of the economic and financial balance of the transaction.
The activity includes the acquisition and disposal of shareholdings, mergers, demergers, contributions in kind, transfers of businesses and business units, as well as intra-group reorganisation transactions, with an integrated approach to the corporate, contractual, tax and regulatory aspects involved.
Structuring the Transaction
Definition of the transaction structure according to the industrial, financial and organisational objectives of the parties involved, with regard to the corporate and tax impacts and to governance profiles.
The activity includes support in the preparation of preliminary documentation, in conducting negotiations and in setting the negotiating strategy.
Due Diligence and Risk Management
Legal due diligence aimed at identifying the risk profiles and critical issues connected with the transaction, with particular regard to corporate, contractual, litigation, regulatory and tax aspects.
Support in defining risk mitigation measures and in managing the implications arising from the due diligence process.
Negotiation and Transaction Documentation
Drafting and negotiation of the contractual documentation relating to the transaction, including letters of intent, preliminary agreements, acquisition agreements, investment agreements and ancillary agreements.
Particular attention is devoted to the consistency between the structure of the transaction, the allocation of risk, warranty mechanisms, price adjustment mechanisms and post-closing governance arrangements.
Governance and Shareholder Relationships
Definition and review of governance arrangements, preparation of articles of association, shareholders’ agreements and arrangements among shareholders, regulating administrative and economic rights, share transfer mechanisms and clauses aimed at stabilising corporate structures.
The activity is aimed at preventing and managing conflicts among shareholders and deadlock situations in decision-making.
Liability of Corporate Bodies and the Post-closing Phase
Management of the corporate and governance aspects connected with the transaction, with attention to decision-making processes, the balance between shareholders and corporate bodies, and potential conflicts of interest.
The activity extends to the post-closing phase, with support in the implementation of agreements, the stabilisation of corporate structures and the management of any critical issues or disputes connected with the transaction.