Commercial Law and Business and Corporate Litigation

We assist companies and clients in almost all phases and areas of their business, on the basis of our experience in commercial and corporate law, insolvency proceedings and corporate crisis management, competition law, and banking and finance. We always follow regulatory and case law developments closely, including the innovations of our legal system introduced by the most recent reforms, from the Corporate Crisis Code to the Anti-Mafia Code, from private antitrust enforcement to class actions.

Commercial and Corporate Law

We assist clients in commercial and corporate law matters, having more than 20 years’ experience in business and corporate litigation, with a specific focus on corporate bodies’ liability, challenges to shareholders’ meeting resolutions (to appoint or remove directors, to approve financial statements, to approve transactions on the corporate capital, to approve extraordinary transactions such as transformations, mergers, demergers, issuance of bonds), in actions for removal of directors and in interim measures proceedings, in disputes between shareholders on shareholdings and related rights and those arising from shareholders’ agreements, in creditors’ oppositions to extraordinary transactions, in proceedings of voluntary jurisdiction in corporate matters, in proceedings pursuant to Art. 2409 of the Italian Civil Code for directors’ misconduct. Prof. Ulisse Corea, Lawyer, has been a speaker at numerous conferences on business litigation, specifically on corporate matters, and is the author of several publications on the subject, including books (La sospensione delle deliberazioni societarie nel sistema della tutela giurisdizionale (The suspension of corporate resolutions in the judicial system), Giappichelli, 2008).

Corporate crisis and insolvency

The firm traditionally operates in bankruptcy and insolvency law, providing in and out of court assistance to all parties involved: from the bodies of insolvency proceedings to creditors, to failing businesses. Assistance also includes negotiation and drafting of debt restructuring agreements, submission of proposals for compositions with creditors (both pre-bankruptcy and after bankruptcy), tax settlements, as well as to the preliminary phase of crisis management, assessing the most appropriate solution to overcome the crisis and safeguard the values of the company and its creditors. The firm’s activity then focuses on the entire area of litigation in insolvency proceedings, from the filing of bankruptcy/judicial liquidation petitions to appeal proceedings (including before the Supreme Court) against the relevant judgments, from the procedure for admission of proof of debt to objections, from corporate officers’ liability to claw-back actions, to preventive and interim measures. Prof. Ulisse Corea, Lawyer, also acts as Insolvency Trustee and Receiver in pre-bankruptcy compositions with creditors. He is Co-Director of the Advanced Training Course on Corporate Crisis Management at the Department of Law, Economics and Sociology of the Magna Grecia University of Catanzaro, where he also taught the Advanced Training Course Over-indebtedness crisis managers. He is also in charge of the Observatory on procedures for the discipline of corporate crisis and insolvency of the series Rassegna dell’esecuzione forzata (Enforcement Proceedings Review), Edizioni Scientifiche Italiane. Prof. Renato Marini, Lawyer, was a lecturer in bankruptcy law at the Academy of the Guardia di Finanza (the Italian police with general economic and financial crime-fighting competences) for several years.

Company Administration and Control Procedures under the Anti-Mafia Code

The Firm has considerable experience in advising on administration procedures of companies whose assets have been seized by the Court introduced pursuant to the Anti-Mafia Code, including relations with insolvency procedures governed by the Corporate Crisis Code, and on the effects and implications of anti-mafia disqualification sanctions, both under a civil law and administrative law perspective. We assist, upon authorisation of the competent Criminal Courts, various Court-managed administrations of companies or businesses subject to seizures or disqualification sanctions ordered pursuant to the Anti-Mafia Code, as well as subject to extraordinary administration pursuant to Law Decree no. 90 of 2014. The Firm also assists individuals and companies in the context of insolvency-type proceedings governed by the Anti-Mafia Code to enforce rights in rem and credit rights against companies affected by the aforementioned measures. Prof. Ulisse Corea, Lawyer, also teaches the Advanced Training Course on Court-managed Administration of Assets and Companies organised by the LUISS School of Law, is a member of the Scientific Committee of the INAG - Istituto Nazionale Amministratori Giudiziari (National Institute of Court-Appointed Administrators) and has been a speaker at various conferences on the matter.

Banking and Finance Law

The Firm has specific expertise in banking litigation, assisting leading domestic and foreign credit institutions, companies holding receivables and servicers, providing legal assistance both in and out of court. The Firm’s lawyers have thus gained significant experience in the most important areas of litigation relating to relations with banks and financial intermediaries, with specific reference to anatocism or usury interest rates, violation of the rules on banking transparency, legal assistance before alternative dispute resolution bodies (Banking and Financial Ombudsman (ABF), the Arbitrator of Financial Disputes (ACF), Mediation Institutions); ordinary and bankruptcy claw-back actions; management and recovery of receivables deriving from leasing and banking contracts, both in individual and bankruptcy enforcement proceedings; appeals against sanctioning measures of the Bank of Italy and Consob; drafting of due diligence concerning non-performing loans and credit transfer agreements. In 2017, the Firm received the Legalcommunity Award for “Litigation of the Year” in relation to the reform of Cooperative Banks.

Intellectual and Industrial Property

The firm provides assistance in all matters concerning Intellectual and Industrial Property. More specifically, in the protection of copyright and related rights in relation to, inter alia, artistic, literary, scientific, engineering, photographic, design works; and in the protection of trademarks and patents, know-how, distinctive company signs. We assist clients in drafting licensing, distribution and assignment of rights agreements, as well as in dealing with collecting societies. We also assist collecting societies in dealing with broadcasters, users, producers and distributors. We have extensive experience in litigation involving plagiarism, infringement and, more generally, conduct constituting unfair competition.

M&A

The Firm, thanks also to the different specialisations of its Professionals, assists clients in all phases of acquisitions and extraordinary transactions, including the drafting and negotiation of the relevant contracts from the pre-contractual phase up to the closing and post-closing activities. In extraordinary transactions, the Firm provides assistance with the full support of its other departments, aiming to offer the best possible service in light of the complexities of such transactions and their different phases. This approach ensures that all relevant aspects and implications, such as public, tax and antitrust law, are analysed and managed.

Real Estate

The team assists developers, investors, national and international asset managers operating in the Italian market, in particular in the structuring of construction, purchase, management, leasing and disposal transactions of commercial, residential, industrial and tourist-hotel properties.

Team