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Areas of Practice

M&A - Private Equity

We think of each transaction as a unique journey and we know how much success depends on the effective management of all stages of the process. Each time, we set up a team tailored to your needs to ensure the timely delivery of cost-effective quality assistance.

M&A

We have been the law firm of choice for foreign multinational companies operating in the Italian market for nearly 50 years.

Over time, we have come to embrace all types of M&A transactions – public and private, cross-border and domestic – across all major industrial sectors. We represent not only buyers and sellers, but also lenders and financial consultants, as early as during the planning and structuring stage, through execution and integration.

Flexibility, versatility and creativity allow us to handle the needs of big groups in structured operations and of closely held

companies or family enterprises alike, by effectively combining our expertise with a tailor made approach.

Private Equity

Our experience in the M&A, financial and fiscal sectors enables us to represent independent private equity groups, private equity divisions of big commercial and investment banks, pension funds and private investors.

We handle the setting up of funds, minority and majority investments – both in start-ups and well-established ventures – and divestitures, through financial market or M&A transactions, also in conflict-ridden situations or matters complicated by personal or family issues.

Debt financing is of the essence for the success of private equity transactions. We have gained significant experience in bond offers, bank loans and structured financing.

“We think of each transaction as a unique journey”

Banking and Finance

A deep understanding of the market and of the needs of all parties involved: this is what sets us apart in the banking and finance sector.

We are at the forefront of advising national and international operators in the banking and finance sector. On top of over 50 years of experience in the more traditional forms of finance (export credit, asset finance, project finance) and structured finance, we have gained extensive experience in innovative financing, such as debt crowd funding, supply chain finance and securitization of non-standard assets.

We were among the first Italian firms to develop a solid derivatives practice, since the introduction of the ISDA Master Agreement. Today we serve the needs of clients (banks and Italian as well as foreign intermediaries) on all contractual, regulatory and litigation matters pertaining to derivatives.

We independently assist international and Italian groups in matters involving banking and financial markets regulation, also in newly regulated sectors such as e-money and payment services.

“A deep understanding of the market and of the needs of all parties involved”

Capital Markets

Before and beyond market standards: we work side by side with our clients to handle matters of first impression and one-of-a-kind transactions.

Clients turn to us even when transactions require our attorneys to venture into uncharted territory, such as when the first foreign company was listed on the Italian Stock Exchange or when an offering circular approved by another EU authority was recognized in Italy for the first time.

Our capital market experience includes transactions aimed at the privatization of state-owned companies, bonds issued by national, supranational and foreign entities, IPOs of Italian and foreign private companies, including competing ones and in regulated sectors such as banking.

We have advised issuers and banks on the placing of high-yield bonds and on transactions on regulated markets such as AIM Italia.

“Before and beyond market standards”

Corporate

All-around assistance in corporate matters can improve the business process, help you enhance business assets and cultivate untapped potential.

Over the years, we have learnt to handle a wide variety of corporate structures. We work seamlessly to guide big groups in the corporate governance process, ensuring a high degree of compliance and the implementation of group directives. We are equally equipped to assist less structured companies in their ordinary corporate

activities and act as a full-fledged outsourced legal department.

Our rich expertise enables us to provide our clients with sound and pragmatic guidance on the most complex extraordinary transactions, through a team made up of the attorneys best suited to achieve100% compliance in, for example, daily requirements, the management of personnel, the administrative liability of entities or privacy matters.

“Improving the business process, enhancing business assets and cultivating untapped potential”

Contract Law

Drawing up a contract properly is not just a matter of staving off potential disputes. It also means being able to document the parties’ agreements into simple and efficient processes, thus allowing our clients to create value.

A pro-active approach and familiarity with the reference market are not enough to reach such goal. A deep knowledge of contract law is essential when implementing international contractual frameworks originating from common law

in the Italian system. We have built an impressive track record in all major industrial sectors, and advise clients on contractual matters concerning ordinary corporate activities as well as complex contractual frameworks involving multiple parties and conflicting interests.

We also offer support on all secondary matters (fiscal, corporate, antitrust, employment) which we always handle through a multidisciplinary and integrated approach.

“Documenting the parties’ agreements into simple and efficient processes, allowing our clients to create value”

Litigation and Arbitration

Ordinary litigation

We support clients in managing disputes working hard to find negotiated solutions or to successfully take each case through trial.

Our long-standing experience with Italian and foreign corporate clients and the renowned academics within our team enable us to combine our thorough knowledge of substantive and procedural law with close understanding of the business dynamics.

We have gained considerable experience in cross-border litigation and have been engaged as counsel for litigation in Italy by foreign clients, and by both Italian and foreign clients for litigation abroad involving important Italian law issues.

Arbitration

We are among the Italian leaders in international and national arbitrations governed by the major arbitration rules.

Arbitration has always been part of our DNA. Thanks to our long-lasting collaboration with some of the most esteemed professionals and academics in the field, our team has gained the necessary experience to offer unparalleled counsel even in the most complex arbitration proceedings.

Our team has been involved in institutional and ad hoc arbitrations, and in proceedings before the major international arbitral institutions for investment disputes among contracting member states and citizens of other contracting member states.

“Supporting clients in managing disputes at all stages”

Bankruptcy and Restructuring

We serve the needs of creditors and investors who demand clarity and transparency in complex issues and judicial proceedings.

Managing debt restructuring operations, whether straight-forward or complex, does not come down to simply understanding bankruptcy proceedings.

Our ability to coordinate and combine our expertise in pre-bankruptcy and bankruptcy matters, as well as in banking and financial law, corporate and labor law is among our strengths. We have long-standing experience in debt restructuring operations, often linked to corporate recapitalization, transfer of going concern and workforce reductions.

“Creditors and investors demand clarity and transparency in complex issues and judicial proceedings”

Employment and Human Resources

The labor market is undergoing constant change, as are the legal framework and context of industrial and trade union relations

Against the backdrop of an ever-changing reality, we are committed to offering highly specialized advice, capable of ensuring the highest quality service and efficiency to corporate clients and top managers.

Our international focus is particularly strong within our employment department, which offers a skilled and dynamic team with unparalleled experience in all aspects of labor law.

We aim to offer comprehensive support to our clients, both Italian and foreign, in the management of the critical stages of employment relationships (e.g., individual and collective dismissals, trade union negotiations for access to social security cushions, management of financially troubled companies), and on labor, trade union and social security issues typical of more complex operations. We also deliver strategic advice in drafting staff incentive plans, retention and stock option plans, in the review of remuneration policies, and in relation to second level collective bargaining agreements.

“The labor market is ever-changing”

Tax

A tax consultancy department deeply integrated with other practice areas.

We are well-known for our tax expertise in corporate and financial transactions. Our team is regularly involved in M&A transactions, structured finance, restructuring and other extraordinary corporate transactions. We offer support to our clients on matters related to innovative financial products, asset management, generational handovers and asset segregation such as trusts; we also carry

out tax planning services for Italian companies operating abroad and foreign companies operating in Italy.

Our assistance covers transfer pricing, direct and indirect taxation, VAT, international taxation, real estate, stock options and other incentives for employees and managers.

We represent clients before tax commissions at all stages of legal proceedings.

“A tax consultancy department deeply integrated with other practice areas”

Administrative Law and Environment

Expertise, strategy and proper management of dealings with public authorities as the key to success.

To successfully bring an administrative procedure to an end, it is of paramount importance to blend the necessary expertise with strategic thinking and proper management of dealings with public authorities, whether state, regional or local ones. This is the extra value we offer clients

dealing with public authorities. Our experience, with a specific focus on authorization procedures and public tenders, enables us to offer clients the necessary support not only before administrative courts, but also throughout the procedural stage. This ensures the best possible management strategy and minimizes the risk of having to resort to administrative courts.

“Expertise, strategy and proper management of dealings with public authorities”

Energy and Natural Resources

When facing a complex and changing legal framework, having the right legal support can prove decisive.

We have built a team of attorneys with complementary backgrounds, ranging from administrative, corporate, and contract to finance, all of whom share a deep

knowledge of the industry in which they operate. Whether you are engaged in Oil & Gas E&P activities or the production and trade of electricity, our team can offer you advice across a broad spectrum, with the flexibility and commitment to our clients which has always been the hallmark of Ughi e Nunziante’s approach.

“When facing a complex and changing legal framework, having the right legal support can prove decisive”

Antitrust and Regulated Markets

Detecting and solving competition issues: this is the goal of our antitrust practice, trained to guide you in selecting efficient market strategies.

Our team is dynamic and market-oriented. Clients benefit from our experience in the development of both offensive and defensive strategies aimed at getting the most out of market opportunities, when dealing with competitors, suppliers or customers.

We counsel clients who encounter problems entering the market, accessing supplies or distribution channels, or whenever there are barriers to entry.

We develop antitrust compliance programs and have extensive experience dealing with inquiries carried out by the Italian Antitrust Authority and the European Commission in actions for annulment or claims for damages.

Our areas of expertise include the management of cases involving unfair or aggressive commercial practices and misleading advertising.

We work side by side with our clients in dealings with regulatory authorities, especially in the telecommunications, audiovisual, energy, utilities and transportation sectors.

“Detecting and solving competition issues: this is the goal of our antitrust practice”

IP

Whenever IP represents a key asset, the management and protection strategies cannot just be played by ear.

The management and protection of IP rights follows several different routes: the administrative procedures aimed at obtaining IP rights, litigation for their protection, the contractual issues linked to their exploitation and customs issues. Our team can provide you with all-around and integrated assistance. We successfully advise clients in all major sectors: fashion,

design, publishing, cinema and entertainment, photography, consumer goods and new technologies. The experience gained over the years enables us to guide our clients in making the right strategic choices.

We work with celebrities to protect and manage their right to publicity and that of personal portrayal, as well as with public bodies and private cultural institutions for the enhancement of their artistic and archival projects.

“Management and protection strategies cannot just be played by ear”

Healthcare

Pharmaceuticals, medical devices, phytosanitary products: we have worked alongside Italian healthcare centers of excellence from the very beginning.

Italy provides fertile ground for the healthcare industry, thanks to the many important players operating in Italy and internationally. The acquisitions market has always been very active, as many Italian companies have been purchased by important foreign groups; there has been a spread in new start-ups which develop and promote basic and applied research, through close cooperation with Universities and private scientific institutions engaged in cutting-edge research. The complex and ever-changing legal framework, the uniqueness of contract law applicable

to collaboration, development and supply agreements, the singularity of manufacturing agreements (such as Toll Manufacturing Agreements) and license agreements, require out-of-the-box thinking. Over the years, our team has gained a deep understanding of this industry and of the legal challenges surrounding it. Many major players turn to us for legal counsel in Italy.

Close integration with related practice areas has always been among our strong points. We have gained considerable experience in extraordinary transactions, by combining our knowledge of the relevant legislation with the complexity of joint venture, corporate acquisitions and restructuring operations.

“Alongside Italian healthcare centers of excellence from the very beginning”

Real estate

The real estate sector: an asset class in its own right, also from a legal perspective.

In-depth knowledge of the specific market, commercial and legal savvy, and a multidisciplinary approach: with these ingredients, we offer real added value to your business.

Efficiency, speed and a careful eye for detail are the foundations on which the versatility of our team is built. Our attorneys focus on a wide range of industries, and represent a diverse client base, including players subject to regulation (listed companies, banks, insurance companies, asset management companies, trust funds and investment funds, real estate investment trusts), from start to finish.

We offer all the support necessary to plan, implement and bring to completion even the most complex of projects. Our attorneys have been at the center of among the biggest urban development projects in Italy. They have managed a number of restoration projects, be it incorporating special purpose entities with the participation of the first investors, or the setting up of real estate funds whose shares were purchased by primary Italian and foreign investors. Our clients know they can count on us for the active management of their assets and throughout all financial stages of their real estate transactions: term sheets, management (whether syndicated or not), maintenance and closing of the restructuring stage, where necessary.

“An asset class in its own right”

Media, New Media e Telco

Over the last few years, technological developments have prompted major innovations in the communication sector, leading to new opportunities as well as new problems both for established players and pioneers and start-ups.

Thanks to the multidisciplinary support that sets us apart, we can provide you with all round assistance and help you deal with issues that come up in an ever-changing market and a legal framework which is not always up to speed.

“Multidisciplinary support at the forefront of the communication sector”

Luxury

We have long represented companies whose competitive edge lies in creativity, taste and prestige.

Fashion, automobiles, jewelry, furniture, cosmetics and food: over the years we have gained a wealth of experience in luxury and brand products. Brand and design

protection, the optimization of corporate structures, the management of trade agreements, talent scouting and retention are just some of the matters in the luxury industry on which we offer our clients deeply integrated and comprehensive support, capable of satisfying the highest expectations.

“Over the years we have gained a wealth of experience in luxury and brand products”

Innovation and Start-ups

The road to success is a long and winding one. Having the right partner along the way can make all the difference.

Being on the same page and the ability to meet tight budget requirements: these are the key elements to offering comprehensive support to an innovative

business. Our team is capable of balancing a versatile approach, essential when dealing with a business at its early stages (especially with regard to IP, corporate, contract, tax and employment matters) with flexibility, by offering multiple billing solutions, tailored to the needs of all stages of corporate growth.

“Being on the same page and meeting tight budget requirements”

Private clients

Personal and family issues require a multidisciplinary approach, deeply integrated and capable of handling sensitive personal matters.

Family planning, generational handovers, the management of personal assets do not just require the effective combination of corporate, financial, real estate and tax expertise. They also call for attorneys to

walk clients through the planning stage and help them find and implement the solution that best fits their needs, also in critical or conflict-ridden situations. By integrating the diversity of our experience across sectors and by always putting our clients first, our team can help find the best possible solutions and ensure the efficient management of personal and family interests.

“Walking clients through the planning stage and helping them find and implement the solution that best fits their needs, also in critical or conflict-ridden situations”

Internal Investigation

We provide complete investigation services helping Italian and foreign clients resolve allegations of fraud and corruption

We work with Italian and foreign corporate clients and our renowned academics and foreign counsels to provide thorough and cost-effective investigation services.  We provide a hands-on bilingual team conversant in state-of-the-art electronic discovery techniques (including, but not limited to, predictive coding) to quickly and efficiently investigate allegations of fraud and corruption.

We have experience representing foreign corporate clients and multinational groups with Italian subsidiaries in international investigations and are able to provide the kind of detailed investigation necessary

to respond to inquiries under the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act.

Our team has led the way among Italian national firms in providing investigation services, particularly in multi-jurisdiction investigation contexts.  We have been involved in substantial international investigations involving the application of both Italian and foreign laws. 

As a national firm, we provide a particularly cost-effective investigation solution for U.S. and U.K. investigative inquiries as our bi-lingual attorneys are based in Italy and do not require either intentional travel or translators to perform these investigation services. 

“We are among the first national firms in Italy to provide stand-alone investigation services”