M&A and Corporate Deals
It can be easily noted that our current organisation, the kind of services offered and the range of skills and specialisations available among our members appear especially finely-tuned to typical M&A work, with an emphasis on the acquisition of Italian, Bulgarian, Romanian and Serbian industrial, technology or commercial businesses, and on the establishment of incorporated joint-ventures with companies based in those countries.
This is an area of practice for which SLS is especially recommended amongst others by The European Legal 500 (Legalease), 2002 edition, as we were among the scarce dozen of Italian firms expressly indicated in 2000 by the magazine Global Counsel (PLC) and its M&A Handbook 2000 as having already “made the M&A grade”. In turn, the directory published by the same editor, Global Counsel 3000, consistently recommends Studio Legale Sutti for Italian M&A transactions since 1998. Similar recommandations for our activity in the field of mergers and acquisition are contained in the 2004 edition of ILFR 1000, which notes that our office in London “has established close links with a series of mid-tier UK firms advising on the Italian aspects of acquisitions by UK corporates”.
In Italy, Studio Legale Sutti expertise in M&A work is again recognised by a recent survey of the Italian major legal players published by Lombard – The Italian Magazine of International Finance (February 2003).
In fact, such kind of work – including related negotiations, timely and extensive “due diligence” investigations, the etablishment of turn-key subsidiaries in Italy, related corporate finance and tax planning, regulatory take-over issues and… post-closing litigation – is, in contrast with widespread complaints of a “slow market”, a very significant segment of our business. Of course, our M&A practice covers also the possibly related antitrust and labour issues.
Among recent, disparate matters, we may remember here:
- the pre-due diligence concerning the intended acquisition of a company in the oil sector belonging to the main Italian corporate group by one of the Fortune 50 multinational oil companies (we ended up advising the client not to proceed further!);
- the takeover of a motor industry sale operation by a multibrand operator;
- the transfer of the bio-medical division of one of the largest pharmaceutical company to the world leader in the bio-medical sector;
- the corporate re-organisation of the main European TV manufacturer, including related antitrust issues;
- the takeover of the Italian market leader, by the European market leader, in the field of document storage;
- the acquisition of an Italian carrier and forwarding agent by a global group;
- the acquisition of a minority stake in the main Italian DVD-authoring operation;
- the management buy-out of a technology company;
- the negotiation and EU-antitrust clearance of an incorporated Europe-wide joint-venture concentrating the car-component manufacturing operations of a large energy and materials company and the leading independent producer of aluminium profiles in the world;
- the acquisition, by a multinational heavy-weight in the human resources business listed in the London Stock Exchange, of the Italian leader in the field of outplacement;
- the acquisition of a commercial property trader and developer by a leading European contractor in the field of fairs, international conferences and trade shows.
Other M&A transactions where we advised one of the parties include:
- the acquisition of Bulgarian hotels by a major international chain;
- the acquisition of shares by International Finance Corporation in a major Romanian bank;
- the acquisition of the daily newspapers Romania Libera and National by a leading Germany publishing company;
- the merger between a media giant and a leading recording company (with specific regard to competition issues in South-Eastern Europe).
Many of those transactions have been reported and discussed by the international financial press, which often mentioned as well SLS’s role as legal adviser of the party concerned. A few of the more recent deals are listed by specialised data banks, such as The International Law Office.
This leading role has been once more recognised by the invitation extended to Stefano Sutti to represent the Italian jurisdiction in the recent symposium organised by the European Central Bank and The European Lawyer on 28/11/2002 in Frankfurt, and attended by all the leading European merchant banks and law firms, on “Money v. Ethics: Dilemmas for Law Firms and Financial Institutions in Capital Markets and Mergers and Acquisitions”.
These experiences and our reputation in the field also gave us the opportunity to become the Italian “Country Writers” for M&Aability and to participate as speakers and lecturers in a number of related high-profile seminars, such as that organised by Paradigma in Milan on 29-30 March 2000, where we spoke of “Due Diligence Investigations with Respect to IP Portfolio, Pending Litigation and Arbitration Procedures, Supply Contracts, Information System Issues and Y2K/Euro Compatibility”.
Again, we have discussed “The Contractual and Legal Issues in Business Acquisitions” in the IIR conference on Business Assessments and M&As on 25-25-27 October 2000, lectured for Paradigma about “The Due Diligence in the Purchaser’s Perspective” on 23 November 2000 (Negotiating and Executing Acquisition Contracts); in April 2001 we have given a presentation again for IIR on “The Corporate, Financial, Labour and Antitrust Steps of an Agreed Merger” (Legal and Fiscal Aspects of Extraordinary Transactions); and on the 14 of November 2001, by Livia Oglio, about “Legal and Contractual Issues in Business Acquisitions” (Assessment of M&A Transactions).
Alessandro Galli and Livia Oglio were in turn invited by IIR on 13/02/2002 (M&A 2002) to discuss “Regulatory Stepts in Acquisitions” and “Legal Issues in Negotiating a Deal”. Focused once more on “IP Due Diligence” is instead the report presented by Simona Cazzaniga in the seminar on Due Diligence by the same organisers on 25-25 September 2001.