Activities

BUSINESS LAW. ASSISTANCE FOR ALL CORPORATE ACTIVITIES.

- The firm pursues the objective of providing solutions for all issues and problems regarding corporate operations, starting from the founding of the company, and thus including the choice of the best legal format for the commercial, industrial or service-related activities to be engaged in, up to and including corporate assessment.

- The Firm assists its clients in the course of their operations, both in Italy and abroad, during the phase in which the company is established, as well as with its governance, plus all matters regarding joint ventures and commercial transactions, including operations of corporate reorganisation, restructuring and the elimination of deficits, as well as cases of insolvency.

- The formulation of opinions on legal questions that could arise in the course of the company’s operations.

- All-encompassing consulting on corporate management, the activities and responsibilities of corporate administrative bodies, corporate crises and liquidation and bankruptcy proceedings.

- A wide range of disputes regarding corporate affairs, including arbitration proceedings, as well as contrasts over corporate governance, the responsibility of the administrative officers and socially relevant issues, plus banking matters and related insurance questions.

ASSET CONTROL AND INVESTMENT IN ALL THE WORLD.

The Firm handles the economic, financial and legal analysis of financial, corporate or real-estate investments.

× Financial investments : selection of investments and management activities involving the planning and coordination of operating procedures. Planning and coordination of operations tied to the purchase and management of assets. Identification of potential investments, followed by analysis and evaluation of risk and potential yield.
Planning of the management of purchase operations.

× Corporate assets : optimal management of assets (corporate resources, plants and equipment), focussing attention on their value and how they are used, as well as their level of security. Companies must necessarily be able to monitor their assets constantly, in order to forecast their performance, understand how and when each asset contributes to the corporate results and identify any critical data. These data are put to effective use in the making off current and future business decisions.

× Real-estate services : the need to increase the profitability of assets for large and small-scale property holders, optimising and integrating management services and undertaking upgrading initiatives, including forms of divestment and/or the transformation of assets into financial instruments (asset management: portfolio analysis and development strategies).

MERGER & ACQUISITION

Today, the development of businesses increasingly involves acquisitions and mergers with other competitors. This is a growth mechanism that takes place outside of the company, making possible synergies and economies of scale that can often play a crucial role in terms of success or failure within a global, highly competitive context.

In Italy, where business enterprises are often too small to compete with foreign competitors on an equal footing, the M&A process represents a major opportunity.

As a result, knowledge of M&A, together with its legal and tax-related implications, has become a necessary precondition to strategic business management.

M&A activities consist of consulting services provided to businesses and businessmen for the study and implementation of operations of extraordinary corporate finance.

Growth processes are pursued outside of the businesses, and the structures of corporate groups are redefined on the occasion of processes of business growth, or with regard to modifications in ownership structures.

M&A activities consist of :

1) the recruitment of industrial or financial partners for the entrepreneur;

2) the acquisition of mandates regarding the sale or purchase of companies;

3) corporate assessments on the occasion of operations involving the purchase / sale of companies and/or company holdings, as well as capital increases, the entry of new shareholders (exchange of holdings between industrial partners), merger operations, including those that occur subsequent to the purchase of a company, and the reformulation of ownership structures when control passes from one generation of a family enterprise to the next;

4) definition of the corporate-financial structures of business groups, in terms of the internationalisation of the individual enterprise.

The Firm is able to provide specific instruments for a correct strategic evaluation and efficient management of the negotiating phase, which not only determines the closing price, but also generates the knowledge needed to manage the subsequent phase of integration, during which the chances for success of the initial strategic project can be gauged, together with the capacity of management to handle the situation and to achieve the forecast results.

The Firm serves as an advisor, meaning that it works alongside the seller / purchaser, evaluating the fair price, controlling the feasibility of the M&A operation and managing all the technical concerns, in addition to identifying the potential client; it draws up confidentiality agreements; it prepares a detailed profile for the presentation of the company; it negotiates; it carries out an in-depth analysis of the company to be purchased; it closes the M&A operation, determining the price and handling the procedural and formal considerations.

FRANCHISING AND MERCHANDISING

The Firm performs activities of consulting, negotiation and stipulation of corporate and commercial contracts, in particular with regard to tender and distribution contracts (franchising, sales concession agreements, agency arrangements).

It provides consulting on all the different issues involved in the start-up and management of a franchising network. The consulting covers all aspects of the preparatory operations, the development of the area, the formulation and analysis of franchising contracts and confidentiality pacts, as well as all issues regarding trademark licenses and copyright designs, plus rental of the real estate necessary for the installation of the franchising structures.

TRADEMARKS AND PATENTS

The Firm can point to noteworthy experience in the sector of trademark and patent law. It provides full assistance during both court proceedings and out-of-court procedures.

In particular, it supplies assistance and consulting on disputes regarding the counterfeiting, infringement and/or invalidity of trademarks, patents and/or industrial models, including questions of unfair competition. The Firm also provides assistance and consulting on the stipulation of contracts regarding licensing and the sale of trademarks, patents and know-how, as well as contracts of franchising, distribution and merchandising, plus agreements of coexistence and secrecy.

In addition to drawing up opinions on all issues pertinent to industrial law, the Firm has obtained experience in the safeguarding of trademarks and patents, including those areas where it proves more difficult to interpret the traditional legal principles, as a result of the electronic processing and circulation of information (Internet, the safeguarding of domain names).

In the specific sector of sports law, we have developed a franchising system for the world of professional soccer.

HOTEL LAW (HOTEL INDUSTRY LAW)

The Firm has accumulated significant experience in the sector of hotel law. It oversees the political concerns of industry enterprises, manages relations with employees and draws up and negotiates contracts of commercial collaboration.

Particular attention is focussed on the legal, managerial, commercial and technological problems that can arise in the course of business activities in the hotel and tourism industry.

Optimisation of the productivity of structures.

Evaluations of feasibility and profitability on the occasion of the purchase or sale of hotel structures.

Requests for the issue of authorisations by the Public Administration.

PHARMACEUTICAL LAW (PHARMACEUTICAL INDUSTRY LAW)

In the sector of pharmaceutical law, the firm can draw on noteworthy experience in offering legal assistance to pharmacy owners, both individuals and companies created by pharmacists.

The Firm offers assistance and consulting in every sector of corporate activities, in addition to relations with government agencies, production enterprises and intermediate distribution companies, plus their respective organisations. Through working arrangements with professionals possessing expertise in the sector, it also analyses the balance-sheets necessary for the proper performance of the business activities involved in the operation of a pharmacy.

The Firm’s assistance further covers employment relationships with salaried personnel, disputes, arbitration proceedings, antitrust notifications and defences, plus due diligence studies for the purchase of pharmacy enterprises.

TELEVISION, RADIO AND MULTIMEDIA

The Firm handles all legal matters regarding the media, communications and the entertainment industry, providing consulting in a variety of sectors, such as radio and television broadcasting and publishing, plus the safeguarding of privacy and image rights, as well as the formulation of contracts for professionals in the sector.

For a number of years, in serving as consultant to different broadcasters and local and national networks, we have acquired wide-ranging know-how that can be put to use in advising companies that own radio stations and in providing support to enterprises that wish to purchase or sell radio and television rights.

Particular attention is focussed on developments in the new technologies in the sectors of Internet and mobile communications. The Firm handles legal and contractual issues regarding the new media, in addition to defending its clients’ interests in the face of acts of unfair competition carried out on Internet (safeguarding of domain names, as well as trademarks and patents).

REAL ESTATE AND REAL-ESTATE FUNDS

In the sector of real-estate law, the Firm offers consulting and all-encompassing assistance to its clients in every branch

Management of all the operating phases in the signing of real-estate contracts: from the negotiations to the closing of the real-estate agreement, as well as any phase of implementation (real-estate sale contracts, contracts for residential rentals, contracts for commercial rentals).

In addition, in the area of real-estate asset management activities, the Firm carries out economic, financial and legal analyses of the real-estate investment, meaning the most important procedure in terms of evaluating the validity and correctness of the decisions that the client, whether a private party or a company, is about to make, or has already made.

Assistance with the stipulation of real-estate contracts: sale contracts, residential or commercial rental contracts, leasing contracts, sale and lease-back contracts, plus contract tenders.

In this area, the Firm, working with accountants of proven expertise in the sector, evaluates the economic pros and cons, the financial feasibility and the profitability of the investment that the client intends to make, analysing the current net value, the rate of internal yield and the pay-back period, as well as the rates of actualisation and capitalisation of the real-estate market.

- Real-estate funds.

Real-estate funds are instruments that allow holders of savings to participate in a real-estate investment, a type of operation inherently characterised by high costs and low liquidity, while benefiting from the advantages of financial diversification that come with professional management that close to the source. Such funds are meant for investors attracted by the prospect of investing “in brick and mortar”, in the form of a long-term investment offering lower exposure to the normal fluctuations of financial markets. Apart from real estate, which represents the primary area of investment, real-estate funds also invest in the rights to make use of real estate, as well as in holdings in real-estate companies. The funds are founded and managed by a professional financial intermediary, and they operate under regulatory supervision. This type of investment is comparable, in part, to those involving bonds (with the distribution of proceeds, as is done through bond coupons) and, in part, to a share or property security that offers the possibility of a capital gain or loss from the underlying asset.

Participants are entitled to redeem their shares only at pre-set expiration dates (at the moment the fund is liquidated, upon its expiration, or on the occasion of early redemptions).

Real-estate mutual investment funds should not be considered, therefore, as merely one of the many financial activities in which a private or institutional investor may place assets, but rather as a result of the ongoing development of the techniques and forms under which real-estate assets are managed: The Studio offers its services as a consultant and adviser in the establishment of real-estate funds.

SPORTS LAW AND BUSINESS LAW IN SPORTS

Sports has become a full-fledged business, governed not only by the rules of the market, but also by the regulations laid down by both the governing bodies of sports and the government administration.

For a number of years, the Studio has been providing consulting and full-service assistance on the issues that most frequently arise when dealing with sports law.

The Studio handles sports arbitration, the defence of trademarks, sponsorship, marketing and merchandising arrangements, sports contracts, the by-laws of sports clubs and anti-doping regulations.

Consulting and contractual assistance is also provided on sports-related topics, such as organisational pacts with sports federations and broadcasting licenses.

In addition, members of the Firm participate and/or have participated in sports commissions, as well as in the activities of the Italian National Olympic Committee.

We also organize meetings, conference, seminary and University programs in the World on Sport Law, especially on Antidoping rules.

ARBITRATION AND ARBITRAGE

Arbitration is an instrument for the resolution of disputes. It by-passes the ordinary justice system, allowing the parties to bring their cases directly before “private judges”, meaning the arbitrators. It serves as an alternative to the ordinary justice system, providing the parties not only with a rapid procedure, but also a guarantee of confidentiality and of the specific expertise possessed by the arbitrators.

A number of different factors have led to the growth in arbitration procedures: the rapid expansion of commercial and financial activities, together the need for safeguards arising from complex agreements not yet fully governed by current legislation.

The recommended approach to such legal situations, the result of economic and social evolution, is to utilise arbitration as a more flexible instrument for the resolution of disputes, so as to ensure rapid settlement.

The Firm offers support with arbitration proceedings, formal and informal, institutional and amicable, in the role of either arbitrator or defender, for private parties or companies that wish to resolve disputes out of court, without having to bring them before the standard legal system.

The Firm is capable of handling both national and international arbitration proceedings involving all types of disputes.

FAMILY LAW

The Firm performs activities of consulting and legal assistance regarding the full range of issues pertinent to families. It not only safeguards the rights and obligations stipulated under marriage bonds (property arrangements of spouses, legal communion, separation of assets and other matrimonial conditions), but also handles the regulation of property relations within live-in couples, as well as child-support requirements.

The Firm provides assistance and legal defence in cases of personal separation and divorce, in handling relations with children, as well as on questions of legitimising children born out of wedlock and assigning the custody of minors.

It also carries out consulting and activities regarding questions of inheritance (testaments, rights and responsibilities of legates and heirs, acceptance and refusal of inheritances and the management of inherited estates).

LITIGATION

In Italy and abroad, the Firm represents its clients before civil and administrative judicial bodies.

Clients are provided with assistance regarding the notification of acts abroad, as well as the recognition and enactment of foreign sentences and arbitration decisions, with the possibility of working through a network of local correspondent firms that provides trouble-free access to all the judicial bodies with jurisdiction over the territory in question.

COLLECTION AND MANAGEMENT OF CREDITS

The Firm is able to carry out the full range of activities involved in collecting credits held by companies and by private parties.

Whether in Italy and abroad, clients are provided with a preliminary analysis of the debtor’s financial situation, in order to determine, prior to the credit-collection initiative, whether or not it is likely to be a success, through forced liquidation of movable or fixed assets belonging to the debtor.

Also covered are the management of corporate credits and their collection, plus the transfer of credits on either a recourse or non-recourse basis.

ADMINISTRATIVE LAW AND SUITS BROUGHT AGAINST THE PUBLIC ADMINISTRATION

The Firm provides its clients with consulting and assistance regarding administrative law, as well as all the procedures that must be carried out in order to obtain specific authorisations from the pertinent public bodies.

It also defends both private parties and businesses from abuses, malfunctions, shortcomings or delays on the part of the Public Administration.

The Firm represents and assists its clients in the course of litigation before administrative courts or specialised courts (the regional administrative courts, the State Council, the State Audit Court).

LABOUR LAW

The Firm provides full assistance in the area of labour law, defending and representing the interests of clients in cases involving labour disputes (private or public), as well as attempts at reconciliation or arbitration proceedings contemplated under collective bargaining contracts, plus disputes involving pensions or obligatory assistance.

The Firm also provides consulting on labour law on the occasion of mergers, acquisitions, company reorganisations and the sale of company branches.

INSURANCE AND DAMAGE TO HEALTH

Reimbursement of damages suffered in roadway accidents, both in Italy and abroad, plus civil liability, assistance in court and out of court, the establishment of working relations with expert assessors and physicians specialised in insurance medicine, plus reimbursements from accident policies.

The Firm performs all activities necessary or useful to obtaining reimbursement of any type of damages resulting from roadway accidents (damage to vehicles, damage to objects, damage to individuals, permanent or temporary disability, psychological damage, existential damage, damage to sentimental relations, damage to survivors in the event of death of the insured party, damage in the form of diminished ability to work and financial damage).

Clients are provided with consulting and legal assistance starting immediately after the accident, with clarification of the line of conduct to be followed in the event of involvement in a roadway accident.

Cases are handled both out of court and during any subsequent court proceedings.

The Firm is able to assist its clients with any type of reimbursement of damages: damage involving liability on the part of the medical profession, damage from infected blood transfusions, including the circumstances referred to under Law 210/1992, plus damage to the health of individuals resulting from damage to the environment, as well as damage to the health of citizens.