Commercial Law

A crucial requirement, especially in sales, investment or corporate restructuring transactions, concerns the sale or acquisition of shares/equity interests or business units. Such transactions involve risks of hidden liabilities, debts, conflicts between shareholders, future litigation or uncertainties regarding the value of the equity interest.

To address these complexities, the contract must provide for contractual and corporate due diligence, warranty clauses (indemnity and hold harmless) for past liabilities, any shareholders' agreements (lock-up, right of first refusal, drag/tag along, earn-out), terms and conditions for payment of the price, conditions precedent or conditions subsequent, as well as the formalisation of the transfer deed in the forms provided for by company law. This makes it possible to secure the transaction, protect the parties from future risks and precisely define rights and obligations in the event of litigation or changes in the ownership structure.

Transactions involving third parties, such as the outsourcing of work and services (contracting, subcontracting) or the establishment of strategic partnerships (contractual joint ventures), require extremely detailed regulations to define roles, responsibilities and risk allocation. Legal activity focuses on structuring agreements that clearly establish the subject matter of the service, the terms of warranty for defects and non-conformities, penalties for delay or non-performance, and dispute resolution procedures. The Firm offers support in drafting private procurement contracts, defining collaboration agreements and protecting confidentiality and intellectual property.

International expansion exposes companies to additional complexities due to differences in regulations, jurisdictions and commercial practices. To minimise legal uncertainty, it is essential to define the applicable law and jurisdiction in advance, or to resort to alternative dispute resolution (ADR) mechanisms such as arbitration. Specialist assistance is provided for the preparation and review of international commercial contracts (e.g. agency, distribution, cross-border supply), the integration of clauses compliant with international standards (Incoterms, ICC Clauses) and the correct management of currency and tax implications, ensuring a robust contractual framework suitable for supporting global business.

The formation and definition of the corporate structure represent the first fundamental step in shaping the company. At this stage, the most suitable legal form (partnership, corporation, holding company, etc.) is assessed, the articles of association and company bylaws are drawn up, and shares, share capital and administrative rights are determined. We also take care of registration in the relevant registers, the management of initial compliance requirements and the preparation of internal governance. This approach allows you to operate with clarity from the outset, avoiding the risk of litigation or internal conflicts related to poorly defined roles and powers.

Effective and compliant corporate governance is essential for preventing legal and reputational risks, particularly for limited companies. A clear definition of the powers and responsibilities of corporate bodies (Board of Directors, Board of Statutory Auditors or Independent Auditor) is crucial. Our consultancy services focus on the revision or updating of articles of association, the implementation of organisational management models (pursuant to Legislative Decree 231/2001) and the definition of delegated powers, ensuring that the company's decision-making structure is optimal and meets the requirements of transparency, supervision and accountability required by the national regulatory framework.

The sale or lease of a business involves the transfer of the entire business complex, including ongoing contractual relationships that are not strictly personal in nature (Article 2558 of the Italian Civil Code). This automatic takeover guarantees operational continuity, but requires meticulous prior analysis to identify excluded contracts and manage any right of withdrawal of the transferred contractor for just cause. The legal activity consists of conducting due diligence on pending contracts, defining indemnity clauses between the transferor and transferee for past liability, and providing assistance in order to minimise the risks of termination and disputes by third parties, ensuring a smooth and legally unassailable transition.

Current legislation requires entrepreneurs to adopt adequate measures for the timely detection of a crisis and to take appropriate steps to overcome it. A business crisis is not a sudden event, but a process that can often be predicted through warning indicators. Our consulting services focus on cash flow analysis, examination of balance sheets and financial statements, and implementation of business monitoring systems. Our firm assists companies in assessing whether they are in a state of crisis or insolvency and in choosing the most appropriate course of action, which may range from negotiated settlements to the presentation of a recovery plan.

When a crisis is evident but there are prospects for recovery, the priority is debt restructuring through instruments that allow the business to continue operating. These instruments, such as composition with creditors or debt restructuring agreements (ARD), require negotiation with creditors and the presentation of credible economic and financial plans. Legal assistance covers the preparation of the restructuring plan, negotiations with credit institutions and suppliers, the drafting of settlement agreements and the filing of applications with the court. The firm offers support for the management of all stages of the insolvency proceedings, with the aim of achieving approval of the plan.

Prior to a declaration of judicial liquidation (formerly bankruptcy), the entrepreneur may have performed acts which, although valid, have altered the equal treatment of creditors or depleted the company's assets. Bankruptcy revocation is the legal action taken by the bodies involved in the proceedings to declare such acts invalid, forcing the third party to return what they have received in order to replenish the assets available to all creditors. The consultancy activity focuses on analysing the legitimacy of the acts performed during the suspect period, assessing the subjective element (knowledge of the state of insolvency) and assisting the third party summoned to court to defend the validity of the transactions carried out in good faith with the company that later became insolvent.

Protection begins with the timely registration of trademarks and patents, but also involves the signing of confidentiality agreements (NDA) with employees, suppliers and partners. It is essential to define the ownership of the results of research and development activities in the contract, to prevent the creative asset from remaining in the hands of external consultants or subcontractors.

The adoption of AI tools requires checks on the ownership of the input data and the ownership of the generated output. Company policies need to be updated to prevent infringement of third-party copyrights or the unintentional leakage of trade secrets through the use of legally unattended software.

In addition to GDPR compliance, data security is an economic asset. Companies must implement cyber risk management protocols and data breach response procedures, not only to avoid fines, but to prevent reputational damage and civil liability resulting from the loss of sensitive information.

The Model 231 is the only exemption that allows the company to avoid pecuniary and interdictive sanctions (such as the prohibition of contracting with the PA) in the event of crimes committed by directors or employees. It represents a fundamental shield to protect the company’s social capital and operational continuity.

The employer’s responsibility is not limited to providing PPE, but also concerns the effectiveness of the supervision system. It is essential that the delegations of functions are correctly written and that the internal processes ensure constant monitoring, reducing the exposure to damages and criminal proceedings in the event of an accident.

Incorporating ESG (Environmental, Social, Governance) criteria is no longer just an ethical choice, but an operational requirement. Companies must now include specific clauses in contracts with suppliers to ensure that environmental and social standards are respected throughout the supply chain. Aligning governance with these parameters facilitates access to subsidised financing, improves bank ratings and reduces the risk of ‘greenwashing,’ protecting the company from sanctions and reputational damage.