Areas of Practice:
General corporate and commercial work
The Firm has a wide experience in all legal aspects of the life of companies since their incorporation and/or start up of their businesses, including the negotiation and settlement of joint venture agreements, supplies of goods and services, agency, distribution and franchising agreements, outsourcing agreements, construction and engineering contracts, equity based and assets based transactions.
Our professionals have developed a specific expertise in takeovers and mergers, and in the buying and selling of businesses, including:
- Negotiated private transactions involving stock or asset acquisitions and dispositions, re-capitalizations, reorganizations, buy-outs and mergers
- Securities law aspects of negotiated transactions like stock issuances in connection with mergers and acquisitions
- Issues arising in connection with a transaction, such as negotiating preliminary documents including confidentiality agreements and letters of intent, performing due diligence review of target operations, drafting and negotiating documentation, and coordinating financing arrangements
- Issues relating to purchase price allocations, net operating loss carryovers, amortization and depreciation benefits, tax representations and indemnities
- Warranty instruments addressing the financial and legal risk of a target such as letters of credit, seller’s indemnities, escrows and equity holdbacks, insurance arrangements and other devices
- Specific due diligence in the areas of employment and labor including termination of management and employees contracts, tax and pension related liabilities, negotiation of employment contracts with key management personnel
- Compliance with statutory and regulatory issues, licenses and authorizations, before Public Bodies as Anti-trust, UIC, Consob, Isvap, Bank of Italy, Telecommunication Authority and Energy and Gas Authority.
Business and Commercial Litigation
The Firm’s business litigation lawyers represent and defend throughout the Country private companies, business entities, and individuals in a wide range of claims involving commercial transactions and issues of corporate and securities law.
By way of example we have assisted our clients in several cases involving the formation, operation, valuation or dissolution of corporations, joint ventures and consortia and as well as in a substantive number of cases involving disputes over:
- Agreements for the supply of goods and services
- Agency and distribution contracts
- Licensing and franchising agreements
- Outsourcing agreements
- Construction and engineering contracts
- Patent, trademark rights, and copyrights
- Advertising and publishing agreements
Industrial and Intellectual Property
Licensing agreements - Our attorneys have an extensive experience in negotiating and drafting documents relating to rights to use trademarks, patents and other types of industrial and intellectual property, including licensing agreements, transfer and security interest documents, and internet contracts for the use of downloadable programs.
IP Enforcement & Litigation - Our team of lawyers deals with major cases in patents, trademarks, copyright and industrial design for both domestic and foreign clients.
We counsel and represent companies with the implementation of preventative strategies aimed at protecting copyrights, patent and trademark rights against infringement and unfair competition, including anti-counterfeiting and anti-grey market strategies.
In this area we act on behalf of the clients before the governmental authorities and the custom administrations, enforcing police controls at the national and EU borders and coordinating, when necessary, an activity of intelligence and investigation within the national territory and abroad.
In addition, through an international network of lawyers we counsel clients on how to implement strategies to protect their Intellectual Property rights abroad, particularly within the European Economic Area (EEA).
This is coupled with our broad experience in providing assistance and defense to our clients before both civil and criminal Courts.
Since an effective defense of the Intellectual property requires immediate action, we have successfully enforced on behalf of our clients urgency proceedings obtaining interim judicial measures, such as orders of seizure, cease-and-desist orders, temporary restraining orders and preliminary injunctions.
Domain Names - We are also skilled in enforcing and defending domain name rights using pre-dispute negotiations as well as trademark and unfair competition causes of action.
Taxation
The firm has a valuable experience in advising corporations and individuals on all aspects of domestic and international tax including the areas of:
- Mergers, acquisitions and de-mergers. In these areas we represent our clients in structuring and negotiating domestic and cross-border mergers and acquisitions, takeovers, and divisions, developing structures aimed at:
(1) Minimizing the income tax burdens and the risks of double taxation to sellers, and
(2) Maximizing tax benefits of purchase price allocation for purchasers
- Real Estate taxation. Our professionals advise clients on a broad range of issues including the issues of choice of entity, negotiation of purchase and sale of individual and corporate properties, negotiation of loan structures, all aspects of VAT and indirect tax, as well as the issue of implementation of financing and sale/leaseback arrangements
- Executive compensation. We advise clients on issues relating to executive’s benefit and compensation, such as cash and deferred compensation arrangements aimed at minimizing the overall tax liability and equity compensation plans, including option plans and other arrangements
- International taxation. With the support of an international network of tax professionals, we are able to provide advise on tax structures relating to cross-border transactions, including tax planning to take advantage of double taxation treaties, and issues such as choice of holding company regulation and of foreign tax credit law among several countries, choice of anti-deferral regimes and pass-through regulations, withholding taxes on dividends, interest, rents and royalties
Corporate Finance and Banking
The Firm’s practice encompasses the main areas of corporate finance and banking.
By way of example, our attorneys advise and counsel on the following matters:
- Corporate and trade lending and secured transactions financing
- Commercial, trade and export finance lending, guarantees and letters of credits
- Domestic syndicated loan agreements, lending and investment
- Transactional lending, construction project financing and property development
- Receivables financing and equipment leasing transactions
- Capital markets, bond and note issuances
- Financing for management buy-outs, take-overs and acquisitions
- Transfer and restructuring of financial loans and other forms of financial debt
Property and Real estate
The Firm advises and represents companies and individuals in legal matters regarding properties and estate situated in Italy or affected by the Italian law.
By way of example our lawyers are experienced and skilled in the following fields of practice:
- Draft and negotiation of any kind of transactional documents relating to acquisition, disposition and/or development of real estate, including office buildings, industrial buildings, manufacturing and warehouse facilities, hotels
- Representation and defense of bankruptcy proceedings in bankruptcy-related cases
- Representation of owners, contractors, design professionals in virtually any type of construction project
- Draft of agreements establishing rights and liabilities of the various participants in the construction process
- Preparation and implementation of loan structures on behalf of lender and developer clients
- Compliance with urban and zoning regulations, planning variances, grants, special use permits, building licenses, environmental, historical and artistic restraints
- Structuring and restructuring of joint ventures for real estate ownership
- Representation of landlords and tenants in negotiation and interpretation of any kind of lease agreements and related collateral agreements, such as options to purchase, security interests, bank or insurance guarantees, escrows, indemnities
- Counsel and negotiation in secured real estate lending transactions involving any kind of collateral including mortgages, caps and other hedging techniques
Labor, Employment & Industrial Relations Law
Counseling - We provide legal counseling in any aspect of these areas regulating the relationships with personnel, including:
- Employment applications
- Employee handbook, policies and procedures
- Employment contracts, individual work contracts for executives and consultants
- Stock option plans, profit sharing and incentive plans
- Individual dismissal and personnel reorganization, severance, executive terminations and other employment decisions.
Litigation - The Firm has a broad experience in collective and individual labor related claims, social security claims (INPS, INAIL,Professional Social Security and other Institutions), and Arbitration proceedings concerning employees and managers.
Our lawyers are particularly skilled in collective and individual claims, including those relating to:
- Wrongful discharge
- Breach of the Collective Bargaining Agreements
- Statute of Labor infringements (Law n.300/70)
- Social security and pension schemes
- Trade secret matters
- Covenants not to compete
- Compulsory hiring of disabled individuals
- Employee, manager and director benefits
Telecommunications & Media
The Firm is well equipped to assist telecom carriers and multimedia service providers in structuring and standardizing their commercial contracts, and in connection with licensing and anti-trust regulatory issues.
Our lawyers advise on the following legal matters:
- Applications for telephony licenses, voice or data
- Rental agreements for links (cable and fiber-optic), collocation and capacity rental
- Supplying service and capability service agreements
- Interconnection agreements between mobile and fixed line operators
- Outsourcing agreements, including customer care and customer support services
- Print, multimedia and on-line publishing contracts
Information Technology
We have assisted our clients to develop effective business-to-business and business-to-consumers strategies. Our attorneys provide counsel and assistance on the following matters:
- Software development, licensing, transfer and other related contracts
- Outsourcing of Information technology operations
- System integration transactions involving the integration of systems and equipment
- On line intellectual property rights protection
- On line marketing agreements
- Hyperlink and web hosting contracts
- Compliance with data privacy regulations
- Electronic commerce
- Digital signature
