ANTI-MONEY LAUNDERING, DATA PROTECTION AND ADMINISTRATIVE LIABILITY OF CORPORATE ENTITIES/COMPLIANCE ISSUES

We assist and advise our clients on the necessary requirements to be met in relation to anti-money laundering, data protection legislation and Legislative Decree 231/2003, on the analysis of the specific issues relating to the above legislation and on the relationships with the competent supervisory and regulatory authorities. We also organize training courses for our clients.

ASSET MANAGEMENT

We have a recognized experience in the field of investment management services with particular regard to the provision of advice to SGRs that manage both reserved and non-reserved real estate funds, open-ended and closed-ended investment funds (private equity e venture capital).

We have assisted many SGRs since their start up, also during their authorization process to provide asset management services or to expand their activity, as well as in the completion of extraordinary transactions (M&A, mergers, spin-offs, etc.) and we assist, on an ongoing basis, many SGRs both in relation to their ordinary transactions and to investment transactions carried out through real estate or investment funds (venture capital/private equity).

BANKING & FINANCE

We have developed an outstanding expertise in any aspect of banking and financial law, with particular reference to corporate governance issues (including related issues such as self-evaluation of corporate bodies, analysis of fit and proper requirements, structuring of internal management delegations, remuneration policies). We also deal with all the issues involved in financing transactions, the drafting of relevant documentation, restructuring of complex debt positions, issues of bonds and other debt securities. We also advise foreign banks and financial intermediaries interested in providing cross-border investment services in Italy. In particular, we assist a large number of foreign financial conglomerates in opening subsidiaries or branches in Italy and advise them, on an ongoing basis, in relation to the laws applicable to their relationships with clients and between intermediaries and the obligations to be fulfilled vis-à-vis Italian regulatory authorities. Our firm also advises on extraordinary transactions involving banks or financial intermediaries based in different countries. We have provided assistance in the establishment and application for authorization of reserved funds specialized in mezzanine financing operations in support of primarily unlisted companies, in the course of extraordinary finance transactions including acquisitions, expansions to new markets, recapitalizations, mergers, industrial and corporate reorganizations and leveraged buyout.

CAPITAL MARKETS

We advise financial institutions and Italian and international corporate issuers on the issue of shares, bonds (including the so-called mini-bond), financial instruments, transactions in derivative instruments, establishment and offer of (traditional, private equity and real estate) investment funds, with regard to any issue inherent in the regulation of financial markets.

We also assist our clients in all stages of IPO transactions, capital increases (either reserved for or optioned to third parties) and, more generally, in relation to offers and placements of shares on the secondary market, issues of convertible bonds, public purchase and exchange offers.

Our founding partners and some lawyers of our firm have developed a significant experience in dealing with Italian supervisory authorities. In transactions requiring the assistance of legal advisers with international competence, we can rely on our consolidated relationships with foreign leading law firms.

CORPORATE

We have developed a significant expertise in acquisitions in different economic and industrial sectors, in mergers/spin-offs, as well as contributions and real estate transactions.

Our firm has a diversified clientele including Italian and multinational companies, listed companies, banks, asset managers (SGRs), investment firms (SIMs), private equity and real estate funds, which we have assisted in a large number of important acquisitions and transfers.

We advise our clients on all fields of corporate law, with specific regard to establishment/start-up of operations, shareholders’ agreements, governance structures, control patterns, special share categories, equity and debenture issues, share circulation restrictions and any other issue related to corporate groups and direction and coordination.

We advise listed issuers on the laws and regulations applicable to them, with specific regard to market information obligations (also with regard to issues regarding market abuse legislation), transactions with related parties, acquisition of major shareholdings, purchase and exchange public offers.

We co-operate on a regular basis with international law firms assisting foreign clients in domestic transactions.

ETFS AND OPEN-ENDED UCIS

We provide advice and assistance in the listing of (Italian and foreign) open-ended UCIs and ETFs in Italy, dealing both with the preliminary stage of the registration for offer in Italy and the following admission to listing. We assist the UCIs and ETFs admitted to listing in Italy on an ongoing basis, with regard in particular to the actions to be taken and the obligations to be fulfilled under the applicable laws and regulations.

Diritto societario

We advise major international groups on the offer in Italy of foreign UCIs (mutual investment funds and SICAVs, including formula and guaranteed funds and AIFs), assisting them in the preliminary analysis of marketing procedures and in the negotiation of contracts with distributors and payment/offer agents in Italy, advising them – on an ongoing basis – on authorization procedures, fulfillment of obligations related to marketing and offer in Italy, management of relationships with business counterparties (payment agents/distributors/outsourcers), as well as in the extraordinary product range reorganization transactions (e.g. merger of funds).

We cooperate on a regular basis with international law firms assisting foreign clients in domestic transactions.

INSURANCE

We provide advice and assistance in relation to all aspects of primary and secondary regulations, as well as to the relationships with supervisory authorities, with specific regard to financial and insurance products (unit linked, index linked, capitalization agreements). We assist Italian and foreign insurance companies in drafting and revising offering documents and distribution agreements and in managing relationships with Isvap (the Italian Insurance Regulatory Authority) and Consob (the Italian Securities and Exchange Commission). We have an outstanding experience in the authorization process of insurance and reinsurance activities in Italy, extraordinary transactions in the insurance sector, portfolio and business transfers and co-insurance and re-assurance agreements.

INVESTMENT ACTIVITIES AND SERVICES

We advise Italian and foreign clients operating in the financial market sector. More specifically, we advise banks, investment undertakings, management companies, insurance companies and issuers on legal and regulatory issues related to the provision of investment services and activities in Italy, including assistance relating to activities such as securities lending, (listed and OTC) derivatives trading/post trading, brokerage, clearing and settlement. We also provide advice and assistance in the organization and management, with specific regard to technical and legal issues, of distribution networks of banking and financial products, instruments and services (financial advisors, agents, credit brokers) and in the marketing of foreign UCIs (UCITS or AIFs). We assist Italian and foreign bank and financial intermediaries in all issues regarding the provision and distribution of investment, bank and financial services.

In particular, we assist a large number of foreign financial conglomerates in opening subsidiaries or branches in Italy and advise them, on an ongoing basis, in respect of the laws applicable to the relationships with clients and between intermediaries and of the requirements to be accomplished vis-à-vis Italian regulatory authorities. We advise our clients also on extraordinary transactions involving banks or financial intermediaries based in different countries.

ITALIAN UCIs

We have developed an outstanding experience in the creation, establishment, authorization and marketing of any type of Italian UCIs (in addition to private equity and real estate funds, UCITS, non-reserved open-ended AIFs, reserved open-ended AIFs, guaranteed funds).

More specifically, we assist our clients in searching for and developing new products, supporting internal feasibility studies from a technical and legal viewpoint and preparing incorporation and offering documentation for UCIs (fund rules, offering and listing documents), as well as all legal contracts and documents regarding their establishment, promotion and management (e.g. outsourcing, custody, management delegation, distribution, prime brokerage, securities lending agreements (also under OSLA/GMSLA standards), financing agreements, ISDA contractual documentation). With specific regard to deposit and sub-deposit of funds’ assets, we assist clients in drafting and negotiating trilateral (or multilateral) agreements, both in relation to the investment by funds in other funds or to derivatives transactions or securities lending, supporting the involved parties in finding appropriate operational solutions for compliance with the Bank of Italy rules on sub-deposit of funds’ assets.

We also assist clients in the fulfillment of the obligations arising from the admission to listing, or from extraordinary product range reorganization transactions (e.g. merger of funds).

LITIGATION

We assist primarily banks, asset management companies, SIMs and other financial companies. More specifically, we represent banks and intermediaries in cases related to the provision of investment activities and services. We assist our clients both in the administrative and judicial stages of sanction proceedings (“procedure sanzionatorie”) with regard to banking, insider trading and market manipulation, investment services and financial markets law in general.

PRIVATE EQUITY & CORPORATE FINANCE

We assist Italian and foreign leading management companies, either independent or part of banking groups, active in venture capital and private equity sectors. We advise our clients on the incorporation of asset management companies and the establishment of (reserved and speculative) private equity and venture capital funds and on their authorization process, as well as on investment transactions (including structuring/negotiation of financing agreements and relevant financial guarantees). We also assist our clients in the sale and purchase of company shareholdings.

REAL ESTATE INVESTMENT FUNDS & REAL ESTATE

We have developed a considerable experience in real estate investment funds, having advised both asset management companies and Italian and foreign investors interested in contributions, subscriptions, purchases, placing, also on stock exchange markets, of units of real estate investment funds. We assist our clients in a wide range of activities including drafting fund rules, defining a fund’s governance issues, legal due diligence of the portfolios to be contributed/purchased; contributions of real estate properties and companies portfolios designed for the launch of funds; defining agreements for the placing of the units held by contributing entities; drafting/reviewing and negotiating loan agreements and related guarantee agreements and, in general, the documentation regarding the funds’ financing structure (so-called “security package”); defining all contractual documentation preliminary to the launch of a real estate fund (advisory, agency, facility management, property management agreements); voluntary liquidation of funds; restructuring of the funds’ debt, public purchase and exchange offers on the funds’ units. We also advise on any type of real estate transactions, from development to requalification projects, transfers and acquisitions of real estate portfolios, organization of company structures needed for the establishment of temporary company associations, joint-ventures and consortia aimed at the implementation of real estate projects. With specific regard to real estate development projects, we have gained extensive experience in drafting and negotiating contracts with different contractors and sub-contractors, as well as in the establishment of consortia aimed at the implementation of big real estate projects.

We have recently obtained the authorization of the first Italian SICAF by the Bank of Italy.