Corporate and M&A

(Chambers Europe 2013)

(Chambers Europe 2014)

(Chambers Europe 2014)

Tonucci & Partners regularly assists domestic and international corporations, state-owned enterprises, investment funds, private equity firms and high net worth individuals in corporate matters.

We regularly assist Clients in connection with the incorporation of domestic companies, the set up of joint ventures (including consortia and associazioni temporanee di imprese), the negotiation and drafting of shareholders agreements, bylaws and commercial contracts, and general corporate matters regarding the ordinary business activity of companies, including with respect to meetings and resolutions of shareholders and the board of directors.

We have significant experience in mergers, acquisitions and sale of companies, whether by means of transfer of shares or quotas, business or branch of business, or corporate assets. In these transactions we conduct and coordinate due diligence and assist Clients, whether purchasers or sellers, in connection with corporate, commercial, tax and financial aspects of the relevant transactions, and draft and negotiate the relevant contractual documents.

We have consolidated experience in corporate governance matters, ranging from the structuring of the management and control procedures to the operation of corporate bodies. Our lawyers regularly advise corporate directors in respect of their rights, powers, duties and liabilities within their company and towards third parties.

Our expertise also includes the issuance of corporate bonds and other financial instruments.

We regularly assist Italian and foreign management companies and investment funds, including private equity and venture capital funds, in their activities and investments in Italy, including incorporation and authorization procedures; fund raising activities, start-up activities, early stage investments and business incubator activities; LBO, MBO, MBI, BIMBO transactions and related financing; negotiations with the target vendors; and divestments. In this context, thanks to our firm’s ample range of legal capabilities, we act on a multidisciplinary basis by forming and coordinating an integrated team of expert lawyers that is capable of advising on the corporate, tax, banking, financial, regulatory, commercial and employment aspects of the relevant transactions.

Tonucci & Partners assist investors, issuers, merchant banks, fund managers and financial advisors active in the Italian market in connection with debt and equity capital market transactions, including IPOs and takeover bids (“OPA”); follow-on public offerings for sale (“OPV”), exchange of securities (“OPS”), sale and exchange of securities (“OPVS”), and purchase and exchange of securities (“OPAS”); capital increase transactions; and public offerings of debt securities, including bonds, convertible bonds and other financial instruments, whether to the retail public or to institutional investors.

We assist foreign issuers in the placement and marketing in Italy of investment funds, SICAV units, UCITS, debt securities and other listed and not listed financial instruments. Our assistance covers the entire authorization procedure, marketing activities and possible listing.

We represent and assist Clients in their dealings before Italian regulatory authorities, including Borsa Italiana S.p.A., the Commissione Nazionale per la Società e la Borsa - CONSOB and Banca d’Italia.

In addition, we have a particularly extensive experience in advising and assisting business entities to adopt corporate structures and strategies in order to comply with Italian corporate law reforms, including in connection with drafting and implementing management and organizational models pursuant to Italian Legislative Decree no.231 of 2001 on the administrative liability of legal entities for the crimes committed in their interest or for their benefit by their representatives or employees.

Tonucci & Partners has a deep experience in providing legal assistance and advice on privatization transactions and related revision of relevant regulatory policies, having acted as advisor to the Italian Government and other domestic and international institutions in connection with the privatization and dismissal of state-owned properties and assets in Italy and abroad.

We have also developed a specific expertise in setting-up private-public partnerships in cooperation with public authorities (whether acting as minority or majority shareholders) for the management of essential public services.

We regularly advise and support start-ups in their early stage and in the development of projects and business (ICT sector, etc.).

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