The General Corporate & Commercial Transactions Practice Group provides legal expertise on all aspects of general corporate issues, mergers and acquisitions, venture capital, securities law and commercial transactions.  The Group has particular expertise in the sales and acquisitions of assets, stock purchases, and the implementation of strategic corporate alliances, for both domestic and cross-border transactions.

Areas of Expertise
The Group advises corporate clients on the following matters:

General Corporate Advice

• Drafting of contracts
• Exercise of corporate rights
• Representation of majority and minority shareholders
• Liability of officers and parent companies and related risk analysis
• Change of capital structure
• Stock option and stock purchase plans
• General counselling on all other matters related to corporate and partnership law

Mergers and Acquisitions

• Restructuring transactions (on the Italian and international levels)
• Preparation, negotiation and closing of sales and acquisition contracts and related agreements
• Stock purchases
• Joint ventures
• Financing arrangements
• Structuring of representations and warranties
• Legal due diligence audits
• Creation of "data rooms"
• Monitoring of all the various phases of negotiations
• Post acquisition legal advice

• Drafting and negotiating commercial leases
• Sale, lease and transfer of businesses
• International transport
• International sale of goods and services, as well as product liability
• Export credit financing, export insurance, documentary credits
• Drafting, negotiating and reviewing contracts (selective distribution, franchises, exclusive distributors, sales agents, multi-level sales)
• Creation and implementation of distribution networks in Italy and Europe
• Assistance in negotiations with large scale distribution businesses
• Negotiations relating to the use of public land
• Negotiation and drafting of commercial contracts, such as sales of goods and services, distribution agreements, supply agreements, joint manufacturing agreements, industrial engineering agreements and sub-contracting agreements
• General counseling on any other matters concerning commercial law  

Venture Capital

• Advice to start-up entities on the various possible arrangements and structures
• Drafting and negotiating agreements among the various partners
• Counsel on the inclusion of new investors
• Restructuring of capital and financing means
• Contractual negotiations and amendments
• Structuring shareholder agreements and profit-sharing plans for executive management
• Negotiated divestment: preparation for the sale (data room - specific pre-sale audit), preparation of documentation, negotiations with the purchaser
• Capital market offerings (IPOs): preparation for the offering (preliminary restructuring operations), drafting of the prospectus and offering circular, assistance in dealing with the relevant market authorities, drafting and negotiation of financing agreements