Companies and firms
Our most frequent notarial activities in corporate area are: incorporation of Italian Srl’s and S.p.A.’s, minutes of extraordinary shareholders’ meetings, amendments to articles of association corporate capital, increases and reductions, mergers, demergers and transformations, dissolutions and liquidations, transfers of shares and share certificate transfers.
Established and in-depth experience in extraordinary and complex operations, such as: articles of association with different classes of shares and individual shareholders’ rights, special meetings, transnational mergers and demergers, mergers leverage buyouts, convertible bonds, bonds and equity instruments, stock options and warrants, operations for innovative start-ups and innovative SMEs.
Day by day assistance to corporate groups (proxies, powers of attorney, balance sheets, filing and other, filings in business register), as well as corporate deeds, consortia, business networks, Temporary associations of companies (TAC), European Economic Interest Groups (EEIG) and agreements for collaboration.
Companies listed on the stock exchange and on non-regulated markets (AIM) are monitored closely so as to guarantee compliance with the special legislation and with the Italian authority regulations (CONSOB), in collaboration with the company’s internal legal department.
Our firm assists clients from listing operations (IPO), with the adoption of new articles of association and capital increases reserved to the IPO, to ordinary and extraordinary shareholders’ meetings during the life of the company, right up to capital transactions, mergers and demergers.
We pride ourselves on our particular expertise in the area of listed companies, as well as their special operation models, including special purpose acquisition companies (SPAC) and investment companies listed on the Italian Market of Investment Vehicles (MIV).
Acquisitions of enterprises, shares, of bundles of shares, or companies and business units are all part of our firm’s standard services.
We pay great attention to strategic and financial aspects and provide notarial, corporate and tax services for sales, conveyances and rent contracts.
Our firm offers escrow services for acquisitions, guaranteeing unquestioned professionalism and seriousness to all parties involved in the contract.
Many years of experience in the dynamics of the “closing” enables our firm and its professionals to be trusted advisors in the technical and procedural aspects of transactions.
Banks and Financial Institutions
Our firm offers notarial and corporate assistance to listed and non-listed banks and other operators in the financial markets such as stock broking companies, asset management companies, mutual funds, open-ended collective investment schemes (SICAV), and closed-ended collective investment schemes (SICAF) and intermediaries pursuant to Art. 106 of the consolidated banking act, as well as to leasing and factoring companies.
We also support some of the leading insurance companies in both extraordinary transactions (from the transfer of shares to changes in the articles of association) and ordinary activities (insurance policies, securities, etc.).
Real estate and real estate funds
Assistance in real estate acquisition and sales: sales of individual apartments, villas, agricultural land and buildings, contributions to real estate funds and negotiation of entire real estate portfolios, sales of buildings and transfer of cultural heritage property subject to statutory pre-emption (Legislative Decree No. 42/2004).
Our firm has many years of experience with construction companies and building cooperatives, right from the mortgage loan, to the purchase of land, to town-planning agreements and subdivision, up to the sub-division of the loan and the individual bills of sale of real estate units.
We perform all private deeds of sale and mortgage for the purchase of residential homes and offices: advice on financial planning and family budget planning, explanation of the technicalities of the transaction. We also carry out searches regarding the existence of encumbering mortgages and of cadastral, floor plan and urban planning compliance.
Loans and guarantees
Our domestic and international clients are assisted and guided in every facet of complex finance transactions, in refinancing and in loan guarantees with particular focus on corporate, tax and negotiation matters, as well as in security packages (pledged shares, transfers of receivables as collateral, mandates to sell, granting mortgages and privileges etc.).
We offer notarial, corporate, and civil law services in debt restructuring operations, including certified financial plans (art. 67 of the Italian bankruptcy law), arrangements with creditors (art. 160 of the Italian bankruptcy law) and restructuring agreements (art. 182-bis of the Italian bankruptcy law).
Consortia of companies, loans and guarantees in project financing, including major infrastructure projects of national importance, with corporate and complex contractual structures.
Inheritance and trust
Proper estate planning is the milestone at the basis of the handing down of family property and businesses.
We offer notary and civil law services in generational inheritance, with the drafting of donations, wills, family agreements, allocation constraints and trusts.
Thanks to the experience and professionalism of the members of the our firm, we assist clients in the preparation and presentation of the inheritance tax declaration as well as in the resolution of any disagreements that may arise between heirs during the division stage.
Arbitration and opinions
Our firm – and in particular, Prof. Notari and the notaries Zabban and Rampolla – is frequently required to issue legal opinions, independent opinions and memoranda opinions on the subject of company law, civil law and inheritance law.
The members of the firm, together with in-house lawyers, are also involved as referees and Presidents of arbitration panels, in arbitration of both corporate and contractual nature, both in free arbitration as weel as in administered arbitration (with particular reference to the Chamber of Arbitration of Milan).