Corporate and M&A

The firm's corporate and M&A professionals deal with all Italian and international legal matters involved in running businesses in the energy industry, providing legal assistance in the following typical areas:

• Incorporation of companies, including related administrative and regulatory matters;
• Management of ordinary matters involved in running the business, with a special focus on corporate governance, organization and structure (shareholders' meetings and meetings of management and supervisory bodies), and dealing with related litigation, if any;
• Management of commercial matters arising, such as the sale and purchase of business, drafting and negotiating commercial agreements such as distribution, competition, franchising, leasing, agency and outsourcing agreements;
• Drafting and negotiating lease agreements and/or land lease agreements to obtain suitable new property, in particular with a view to develop renewable energy plants and start operations;
• Sale and purchase of shares and businesses, joint ventures, strategic alliances, demergers, and company restructuring, including the related specific due diligence activity;
• Management of corporate financial matters of the corporate business such as capital increases and reductions, changes in relations between shareholders, shareholders' agreements, the issues of bonds, IPO's and other public offerings.

Banking & Finance

Carnelutti's banking and finance professionals have extensive experience in all banking and finance areas due to their involvement in numerous significant project financing and leveraged finance deals, providing legal assistance mainly on the following key aspects:

• The preparatory stage to obtain financing facilities from financial institutions as well as the subsequent negotiation and drafting of finance agreements related to project financing transactions;
• Negotiating and drafting asset-backed and personal guarantees requested by financial institutions in connection with the requested financing facilities;
• Drafting suitable corporate resolutions for companies requesting financing facilities with specific reference to the obligations and liabilities that companies will undertake in connection with project financing transactions;
• Drafting deeds and/or documents requested by financing banks as conditions precedent for drawdown of the financing facilities;
• Post-drawdown audit when the borrower is required to provide evidence that the finance obligations have been met;
• Any other necessary action or formality deriving from or connected to the completion of the project financing transaction.

Administrative Law

Carnelutti can field an experienced team of tried and trusted administrative law professionals, who are able to provide clients with high-calibre advice and assistance, including representation in the litigation (if it arises), concerning all matters related to the production, distribution and transport of energy and gas. Core areas covered by Carnelutti's lawyers include:

• The commission of new power plants and changes/enhancements/expansion of existing plants, with particular regard to environmental impact assessment procedures, and to obtaining necessary licenses, permits and authorizations;
• Construction (EPC agreements), connection to the grid (agreements with the GSE - Gestori Servizi Elettrici) compliance and management (maintenance agreements) of plants supplied with renewable energy (wind, solar, hydropower, geothermal, biomass, etc.);
• Assistance in project development and project financing transactions aimed at the construction and operation of traditional or renewable energy production plants;
• Acquisition of research licenses, licenses for hydrocarbon cultivation and for natural gas storage;
• Transport and distribution of gas and electric power with respect to regulatory and tariff matters;
• Drafting supply agreements for electric power and gas;
• Proceedings before the National Authority for Energy and Gas, Regional Administrative Courts and the council of state.

Tax

Carnelutti's tax professionals are able to provide a wide range of services on domestic and international tax, and on regulatory matters including those related to corporate law.
The firm advises regularly on issues of direct taxation (on corporations and individuals), indirect and registration taxation, and provides assistance in international taxation with particular focus on the tax affairs of major international corporations as well as tax planning for individuals and corporations. The tax team also has the specialist expertise to handle tax dispute resolution before the relevant authorities or, at litigation stage, to handle proceedings before tax commissions of all types.
In particular, the department provides assistance:

• At the planning stage of the financing and corporate structures, including assistance on restructuring and reorganizing groups of companies in order to achieve their desired business objectives;
• In the acquisition/sale of shares, businesses and lines of business;
• In mergers, demergers, contributions, changes and winding up procedures;
• In the evaluation of available tax advantages and in the analysis of the specific situation of the client in order to improve the tax regime of the corporations or of the group of companies.

• Advising one of the main independent Italian petroleum retailers, listed on the Milan Stock Exchange, on the international sale of its entire gas station network spread across Spain, to the Kuwait national oil company.
• Assisting a European market leader in the production and distribution of bio-fuel in Italy in the building of a major bio-diesel production plant in an Italian port (including assistance related to: obtaining all necessary permits and authorizations from the public authorities, negotiating and closing all the agreements with the site owners, assistance with and the negotiation of financing with the banks, negotiating and closing all the agreements with the industrial designer and the builder of the plant, negotiating and closing all the agreements for the logistical services) and in establishing a corporate joint venture to operate the plant.
• Assisting a Spanish engineering company, specializing in the energy industry, in signing a framework agreement, with an owner operator and manager of investments in a solar power generation business and assets in Europe, to acquire and construct 60 megawatts of solar photovoltaic (PV) plants in Italy. The investment manager's project of solar PV projects in Italy comprised more than 500 Megawatts.
• Assisting an Indonesian multinational company in the administrative procedures and contractual aspects related to the building of an industrial plant in the bioenergy sector.
• Assisting a Swiss energy company, operating a portfolio of mid-sized renewable energy assets with a particular focus on wind energy, in the acquisition, development and construction of a wind project for 22 Megawatt in Puglia.
• Assisting a French multinational company in setting up a corporate and contractual joint venture related to an industrial biodiesel plant.
• Assisting a primary US group, leader in solar-energy services, in a complex deal for the construction in the Veneto Region close to Rovigo of Europe's largest photovoltaic power plant. The solar energy plant has a capacity exceeding 70 Megawatt.
• Assisting a leading Italian player in the biodiesel market in relation to the setting up of the largest Italian industrial plant for biodiesel production in the port of Ravenna.
• Assisting one of the leading project development and structured financing companies in the renewable energy sector in relation to finance and corporate issues connected with the development of a wind farm.
• Assisting a leading company, owned by different domestic and overseas players, in developing a gas pipeline in Tuscany.
• Assisting an Italian company operating in the renewable energy sector in connection with the setting up of two biomass power plants in Puglia, supplied by a Jatropha Curcas production site of approximately 80,000 hectares in Egypt.
• Assisting a primary petrochemicals group in a joint venture created for the supply of marsh gas.
• Assisting one of the leading solar energy players in Europe, listed on the Frankfurt Stock Exchange, in restructuring securities granted by its Italian subsidiaries.
• Assisting a primary US group in the renewable energy industry to set up and commission several solar power plants in Puglia and Sicily.
• Assisting a primary domestic group in the renewable energy sector in the acquisition of several plants for the production of solar and wind energy in Campania, Calabria, Puglia and Sicily.
• Assisting a primary US group in the renewable energy industry to transfer numerous solar power plant projects to institutional investors; the licenses for these projects having already been granted by the competent public authorities.
• Assisting primary domestic and overseas corporations in the renewable energy industry to set up wind farms in Puglia and several solar power plants in Campania, Calabria and Puglia.
• Assisting primary companies in the renewable energy industry in litigation before the Regional Administrative Courts against decisions rejecting the necessary authorizations and automatic revocations of works commencement notices or measures by the competent environmental protection authorities to obtain the necessary authorizations.
• Assisting a primary German group in the renewable energy industry to transfer numerous solar power plant projects to institutional investors; the licenses for these projects having already been granted by the competent public authorities.
• Assisting a local authority in the Varese province in authorization and environmental procedures to enable a primary Italian company to set up a palm oil cogeneration plant on brownfield land after its remediation.

Francesco Paolo Francica

Marco Lacaita

Roberta Valentini

Valentina Zanelli

Paolo Baruffi

Daniela Frusone

Davide Albonico

Carlo Lucioni