Italy Mergers and Acquisitions

Orrick lawyers regularly provide assistance to primary companies in several jurisdictions in relation to extraordinary transactions, such as domestic and cross border acquisitions, mergers and de-mergers.

In close cooperation with Orrick's offices throughout Europe, Asia and the United States, we develop innovative techniques to successfully structure complex cross border projects.

Regarding acquisition transactions, the legal assistance rendered to clients may embrace, depending on the specific circumstances of each case, all or some only of the following activities:

• Advising clients on the legal and corporate structure of the transaction (in particular, whether to structure the transaction as an acquisition of shares or an acquisition of assets as a going concern)
• Drafting and assisting clients in the negotiation of confidentiality agreements, letters of intents and memoranda of understanding
• Carrying out a legal due diligence and drafting the relevant report and/or executive summary
• Drafting and assisting clients in the negotiation of the acquisition agreement with the seller in relation to the purchase of shares or assets as a going concern
• In case of mergers or demergers, assisting clients in drafting and negotiating the framework agreement, the merger or demerger plan, the minutes of the appropriate resolutions of the board of directors and the shareholders' meeting, the deed of merger or demerger and the required filings with the register of companies
• Drafting and assisting clients in the negotiation of by-laws, shareholders' agreements and other contractual and corporate documents
• In the event of the acquisition of the control of listed companies, advising and assisting clients in relation to tender offers and possibly the subsequent delisting of the target company
• Assisting clients in the negotiation of credit facility agreements and the relevant security package, where acquisition finance is required
• Advising clients in relation to the structuring and the implementation of incentive schemes for the managers of the acquired company
• Where required, assisting clients to obtain anti-trust or regulatory clearances and, in case of acquisition of assets as a going concern, in the required process of communication to and consultation with the trade unions
• Assisting clients in relation to closing and post-closing actions.

Regarding sale transactions, the legal assistance rendered to clients may embrace, depending on circumstances, all or some only of the following activities:

• Advising clients on the legal and corporate structure of the transaction
• Assisting clients in structuring and carrying out auctions or other competitive sale proceedings
• Carrying out vendor's due diligence
• Drafting and assisting clients in the negotiation of confidentiality agreements
• Organizing data rooms, whether on paper or on-line, and drafting the relevant data room rules
• Assisting clients in the negotiation, execution and completion of the relevant sale agreements
• Assisting clients in relation to closing and post-closing actions, including, as the case may be, in dealing with any indemnity claims made by the purchaser after closing.

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