We assist our Clients in relation to extraordinary transactions, including mergers, acquisitions and split-ups (also cross-border ones), sales of going concern, corporate reorganisations, and other transactions concerning corporate and capital frameworks, by intervening in any stage of their implementation (i.e., contractual due diligence, definition of the proposed transaction’s structure, drafting and negotiation of the relevant agreements, closing and post-closing fulfillments), as well as by assessing the compliance thereof with EU and Italian competition law.
Our experience in the so-called “regulated” sectors allows us to assist foreign and Italian banks, financial institutions, intermediaries, investment firms, asset management companies, insurance companies and payment institutions, in respect of extraordinary transactions (above all, mergers and acquisitions), which require the competent supervisory authority’s prior approval. We also counsel private equity funds on the legal aspects of investment and divestment transactions.
Our integrated approach enables our Clients to stay focused on their economic and financial goals, leaving to our deal-oriented advice the task of minimising risks and overcoming legal and regulatory obstacles, which could prevent the achievement of the afore-said goals.
By way of example, it is worth mentioning the following transactions:
- a reverse cross-border merger of an investment firm (società di intermediazione mobiliare (SIM)) into its French parent company;
- a sale of going concern, constituted by fund portfolio management contracts, by an asset management company to an Italian credit institution;
- an acquisition of a listed company by a UK holding company;
- the reorganisation of an asset management company, part of a leading global financial institution, for the purpose of its liquidation (and subsequent cancellation from the special register kept by the Bank of Italy);
- transferring abroad of the head office of a company belonging to a pan-European credit institution, and contextual opening of its representative office and branch in Italy.