Italy Private Equity

Orrick's Italian attorneys have matured a significant experience in the area of private equity transactions.

More specifically, our attorneys advise Italian and international companies and investment funds on a continuous basis in relation to investment and divestment transactions concerning Italian target companies.

Regarding investment 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
• 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
• Setting up corporate vehicles for the specific purpose of the acquisition of the target company and drafting the relevant by-laws
• Drafting and assisting clients in the negotiation of investment and shareholders' agreements with other institutional investors and/or industrial shareholders, in the event of acquisition of a part only of the share capital of the target company
• Drafting and assisting clients in the negotiation of acquisition agreements with the sellers in relation to the purchase of shares or assets of the target company
• In the event of the acquisition, either alone or together with other institutional investors and/or industrial shareholders, 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, where acquisition finance is required
• Advising clients in relation to the structuring and the implementation of incentive schemes for the managers of the target company
• Where required, due to the size of the transaction or the nature of the parties involved, assisting clients in drafting applications to be filed with the Italian merger control authority or other supervisory authorities in specific areas of business
• Assisting clients in relation to closing and post-closing actions

Regarding divestment 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
• Drafting and assisting clients in the negotiation of confidentiality agreements
• Organising data rooms, whether on paper or on-line, and drafting the relevant data room rules
• In the event of sale of shares or assets to industrial buyers or institutional investors, assisting clients in the negotiation, execution and completion of the relevant sale agreements
• In the event of listing of the shares of the target company in a regulated market, assisting the issuer throughout the listing process (drafting the prospectus and the applications to be filed with Consob and Borsa Italiana, assisting clients in relation to the passing of corporate resolutions and the required amendments to the by-laws, the appointment of the global co-ordinator and possibly a specialist, the execution of placing and lock-up agreements, etc.)

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