Before proceeding, please note: If you are not a current client of Orrick, please do not include any information in this email that you or someone else considers to be confidential or secret in nature. Prior to the establishment of a lawyer-client relationship, unsolicited emails from non-clients containing confidential or secret information cannot be protected from disclosure.

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Practice Areas

M&A and private equity

Orrick’s Italian lawyers regularly provide assistance both to primary companies in relation to extraordinary transactions, such as acquisitions, sales, mergers or demergers and to private equity funds related to investment and divestment transactions concerning Italian target companies.

Working in close cooperation with Orrick’s offices throughout Europe, Asia and the United States, we offer our clients innovative techniques to successfully structure complex cross-border projects with all-round assistance concerning:

  • legal and corporate structuring of the transaction, including the setting up of ad hoc corporate vehicles
  • drafting and assisting in the negotiation of confidentiality agreements, letters of intent and memoranda of understanding
  • organizing and carrying out the legal due diligence and drafting the relevant report and/or executive summary
  • drafting and assisting in the negotiation of the relevant acquisition or sale agreements, also within the scope of competitive auction procedures
  • in mergers or demergers, assisting in drafting and negotiating the framework agreement, the merger or demerger plan, the minutes of the appropriate resolution of the Board of Directors and of the shareholders’ meeting, the deed of merger or demerger and the required filings with the register of companies
  • drafting and assisting in negotiations regarding investment agreements, company charters and shareholders’ agreements with co-investors and/or industrial shareholders
  • in acquisitions, either alone or together with other institutional investors and/or industrial shareholders, of controlling interests in listed companies, advising and assisting in relation to tender offers and any subsequent delisting of the target company
  • in case of the use of financial leverage, negotiating financing agreements and the related security package
  • structuring and implementing incentive schemes for the managers of the acquired company
  • assisting in drafting applications to be filed with the Antitrust Authority and other supervisory authorities in order to obtain the necessary authorizations and, in the case of business acquisition, assisting in the required process of communication and consultation with trade unions
  • assisting in relation to closing and post-closing activities, including the management of compensation requests that the buyer could submit after the closing.

Before proceeding, please note: If you are not a current client of Orrick, please do not include any information in this email that you or someone else considers to be confidential or secret in nature. Prior to the establishment of a lawyer-client relationship, unsolicited emails from non-clients containing confidential or secret information cannot be protected from disclosure.


Key Contacts

Alessandro De Nicola
Partner

Corporate
adenicola@orrick.com
+39 02 4541 3800

Guido Testa
Partner

Corporate
gtesta@orrick.com
+39 02 4541 3831