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Corporate

"Very present, fast and precise. Balances the legal and commercial aspects very well."

Chambers Europe

Carnelutti’s corporate and commercial lawyers have honed their expertise and skills in the corporate sector by playing leading roles in a very large number of Italy’s most significant corporate transactions, in addition to corporate work with international dimensions.
Our corporate lawyers advise on all aspects of general corporate and commercial law, including contract drafting, company formations, assistance to company boards in fulfilling their corporate governance duties and in relation to shareholders’ meetings and administrative and supervisory bodies.

General Corporate and Commercial

Carnelutti’s corporate and commercial lawyers have honed their expertise and skills in the corporate sector by playing leading roles in a very large number of Italy’s most significant corporate transactions, in addition to corporate work with international dimensions.The team professionals handle all Italian, pan-European and international legal aspects in the life of a corporation, such as typically:

  • Setting up companies and offices, including handling bureaucratic, documentation and regulatory aspects, tax and accounting aspects, and managerial/employment aspects including the use of expat managers;
  • Handling all aspects of the corporate life of a company, such as corporate governance and structural organization aspects (board of directors’ and shareholders’ meetings) and tax and accounting aspects;
  • Advising on all aspects of the commercial life of a company, such as asset sales and purchasing, commercial contracts, distribution agreements, non-competition agreements, franchising, leasing, agency and outsourcing agreements, anti-competitive behaviour/market abuse issues, multi-party contracts, the protection of intellectual and industrial property and privacy matters;
  • Advising on equity investments, joint ventures, strategic alliances, sale and purchase of company branches or divisions, and corporate restructuring and reorganization.

Corporate Finance

The firm's practice areas include advising corporations and financial institutions regarding:

  • Acquisition financing, including financing and guarantee contracts between different parties;
  • Structured financing, financing for leveraged buy-outs and project financing;
  • Growth financing and financial and tax planning;
  • Capital market transactions, including:
    1. Private share placements;
    2. Corporate bond issues;
    3. Listing of mutual funds and stock-exchange traded funds.
  • Related regulatory matters.
  • Advising a major Italian airline on all corporate, regulatory and commercial issues, notably aircraft lease agreements.
  • Assisting a manufacturer and a worldwide distributor of automotive components to car manufacturers and to the after-sales market in the negotiation and drawing up of a supply contract for the building of a manufacturing plant in Canada.
  • Advising a primary technology services provider on setting up an outsourcing relationship with a reinsurance and financial services group, with five-year duration.
  • Assisting an Italian company specialized in producing chemicals for pharmaceuticals for human use, in signing a commercial agreement for the license and supply of pharmaceutical products with a German company of Fresenius, a global health care group with products and services for dialysis, the hospital and the medical care of patients at home.
  • Advising a French company, founded in 1850, with a worldwide reputation for manufacturing the finest quality ceramic ovenware, gourmet cooking products, and bakeware products, in negotiating and executing a supply agreement with one of Italy’s leading supermarket chains, related to its 2014 customer loyalty program.
  • Assisting an Italian well known cosmetic company in registering in China as foreign manufacturer and importer of cosmetic products and in negotiating and siging an important franchising agreement with a leading Chinese distributor of cosmetics, in view of the opening of at least 11 stores in China in the next five years.
  • Assisting an Indonesian group and world market leader in the manufacturing and trading of palm by-products, in setting up a deal to enter into a business lease agreement for one of the most important Spanish biodiesel production plants in Spain, with an annual output capacity of 450 thousand tons.
  • Assisting an Italian cultural marketing company in organizing a prize contest launched by a leading multinational US manufacturer and distributor of eyewear that will take place in 7 countries (United States, Italy, France, UK, Germany, Japan, Hong Kong).
  • Advising the world leader of Asian fast food restaurants, in opening franchise restaurants in Italy.
  • Advising a major Italian retailer of cosmetics and fragrances, in entering the Canadian market with the opening of several franchise stores.
  • Assisting a leading European operator in the creation and management of value based communities in the reorganization of its corporate structure.
  • Assisting the Italian subsidiary of a world leader in designing and fitting out trading, institutional, and bank spaces in setting up a franchising network in Italy.
  • Assisting one of the world’s leading producers of medical diagnostic systems, Europe’s leader in ultra-sound manufacturing internationally acknowledged to be the world leader in dedicated MRI, in handling a thirty-year distribution agreement with a Japanese leader in the field of electro medical equipment.
  • Assisting an Italian banking group in amending and revising the bank’s by-laws and the relevant group’s regulations to implement the company’s new governance mechanisms and management structure.
  • Assisting issues the Italian subsidiary of the the world’s leading providers of online gaming entertainment in corporate, contractual and labour.
  • Assisting a famous haute couture brand for man in the creation of a joint venture with a primary Italian trading and real estate group for the manufacture and sale of clothes and accessoires.
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