DOSSIER · CORPORATE LAW
Practice Area

Corporate law.

Incorporation, governance, restructurings, M&A, and the management of situations preceding distress.

Corporate law governs the incorporation, life and dissolution of commercial companies and the relationships among shareholders, management bodies and third parties. The firm advises on extraordinary transactions — acquisitions, mergers, demergers, contributions, joint ventures — and on commercial and international contracts, with constant oversight of governance and the adequate organisational arrangements required by Article 2086 ICC and the CCII. The perspective is integrated: the legal structuring of transactions and the design of governance condition the company's capacity to prevent distress and to manage it once it manifests. The corporate distress and civil over-indebtedness areas dialogue constantly with corporate oversight.

Areas of Practice
Scenario I

Incorporation and corporate structuring.

Legal form is chosen based on the activity, the ownership structure and the objectives. Constitutive deed, articles of association and shareholders' agreements define the balance between shareholders and protect the interests of each.

The decisive point is the consistency of the initial set-up with the expected trajectory of the company: revisiting consolidated structures is always more onerous than getting them right from the outset.

Scenario II

Extraordinary transactions
and M&A.

Mergers, demergers, conversions, transfers of going concerns, share transfers. Acquisitions, investments and disposals: structuring, legal due diligence, negotiation.

The structuring of extraordinary transactions determines the resilience of the outcome: the firm intervenes at the stage where choices are still reversible without loss of value.

Scenario III

International contracts.

Distribution, agency, franchising, joint ventures, term sheets, letters of intent, non-disclosure agreements. Risk allocation oriented towards dispute prevention, in Italian, English and Spanish.

A poorly calibrated clause produces effects that emerge in the worst possible phase. Negotiation is technical, not commercial.

Scenario IV

Governance and liability.

Corporate bodies, internal regulations, management of relationships between shareholders, including in conflict scenarios. Liability claims against directors, statutory auditors and corporate bodies, both defensive and within insolvency proceedings.

Governance is not a compliance exercise. It is the safeguard that separates manageable distress from personal director liability.

Scenario V

Adequate organisational arrangements under Article 2086 ICC.

Mapping of decision-making processes, early warning indicators, information flows to control bodies, calibration of reporting.

The firm designs and audits such arrangements. Substantive compliance is a precondition for exemption from subsequent administrative liability.

In corporate law, the quality of legal structuring determines what is realistically achievable.

The legal framing determines the soundness of the outcome.

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Frequently asked questions

Frequently asked questions

When to intervene?

At the stages where legal structuring determines what will still be feasible: incorporation, restructuring, extraordinary transactions, governance.

What does the firm focus on?

Extraordinary transactions, international contracts, adequate organisational arrangements under Article 2086 ICC. Integrated approach combining the corporate perspective and crisis prevention.

How is the relationship structured?

Direct oversight from the founding partners. Integrated approach combining the corporate perspective and crisis prevention.