CORPORATE LAW.

Over the years, the firm has developed a special expertise in the field of corporate law and has dedicated extensive resources to building in-depth knowledge of the regulatory changes introduced by the reform in this area of the law. The numerous works published by our professionals who specialize in this practice area bear testimony to this commitment. Our firm has engaged in an in-depth theoretical analysis of the changes brought about by the reform of company law and its reflection on legal practice; our experienced professionals can use this theoretical basis to identify highly innovative solutions and participatory mechanisms that can meet the demanding needs of our clients who face the challenges in the global market, characterized by differing and competing corporate forms and models. Our Firm’s activity in this area spans all aspects of corporate law for Italian and foreign companies, from their formation until winding up. In the initial stage of business planning, our Firm assists members or partners in choosing the most appropriate business structure and in drafting the articles of association, to ensure that the most suitable organizational arrangements and governance structures are adopted to reflect the relationships and balance of power among partners/members. We pay special attention to succession planning for family businesses; through shareholders' agreements and other appropriate instruments the goal is to ensure that businesses continue to thrive as they transition to the next generation. In the subsequent phase, when business activities are ongoing,, our Firm provides advice and assistance to both management and shareholders in managing shareholders' meetings, boards of directors’ meetings, and more generally in the correct performance of all corporate duties that pertain to the administration of the company. In this area, our advice and assistance to the management involve analysing business activities and company procedures, identifying risk areas and preparing the most suitable organizational models to prevent the company from being found vicariously liable; this also includes subsequent activities regarding the adoption of the aforementioned models by the governing body and the delegation of responsibility to company officers. In synergy with the team of external professionals with whom we collaborate, our firm can provide all-round assistance in extraordinary corporate transactions, such as change of legal form, mergers, demergers and the establishment of branches and subsidiaries. Our firm also provides assistance to directors and statutory auditors during company crises or in disputes among shareholders, in order to ensure that appropriate arrangements are in place to protect members of the governing and control bodies. In litigation, our firm has gained extensive experience in the application of the corporate procedural rules introduced by Legislative Decree 5/2003. In this area, the firm's professionals are often called upon to assist directors and statutory auditors, or to take action against directors and statutory auditors, in liability actions promoted by the company, by the shareholders or by the bodies in charge of insolvency proceedings. Our firm also legally represents shareholders and companies in appeals against shareholders' and board of directors’ resolutions and in interim actions. Because of our in-depth knowledge of the new rules introduced by the reform of company law we are especially equipped in assisting privatized entities, i.e. companies that were formed through the privatization of public companies and company consortia. In this area, our Firm’s clients include public bodies and state-owned companies engaged in the public utilities sector; we have assisted them in changing their legal form into that of joint-stock companies, in finding solutions to corporate issues related to the adoption of resolutions and amendments to the articles of association following their privatization and in achieving compliance with the standards imposed by law on the reduction of public spending.