Cappelli Riolo Calderaro Crisostomo Del Din & Partners

Name Partners: Silvio Riolo, Paolo Calderaro, Michele Crisostomo, Alberto Del Din, Roberto Cappelli

Partners: 27

Counsel: 3

Associates: 60

Junior Associates: 7

Offices: Milan, Rome, London

Contact for all inquiries (all practices): Francesca Bellecci - Communication & Marketing Manager Tel: +39 02 32160400 - [email protected]

Firm Overview:

We are an independent Italian and international law firm, advising in the various areas of the law that apply to banking, finance, and enterprise. We have a presence in Milan, Rome, and London and the ability to rely on continuous, professional, and rewarding relationships with other independent firms in practically every corner of the globe. We believe that our work should always be tailored to the client’s needs. Indeed, we consider ourselves a boutique firm offering legal advice to enterprises. The ongoing dialogue we have established with leading companies and institutions provides us with a decisive position resting on the expertise and experience of all our teams, guided by the vision of the five lawyers who give the Firm its name: Cappelli, Riolo, Calderaro, Crisostomo, and Del Din.

Main Areas of Practice:

Banking:

5 partners in Milan and Rome

The Firm advises on matters of banking law across a wide variety of financial transactions, with acknowledged expertise and experience on cutting-edge finance deals and those of particular complexity. The Firm advises on domestic and cross-border acquisitions and leveraged finance operations, corporate finance and investment-grade finance operations, real estate finance, project finance, and factoring, acting both for lenders (in connection with both bilateral and syndicated agreements) and for borrowers (both companies and private equity institutions).

With the increasingly widespread use of private capital instruments, the Firm has also acquired experience in loans and unlisted bond issues made by private debt funds. Finally, the expertise of the Firm’s lawyers in Structured Finance and Restructuring & Insolvency has enabled multidisciplinary teams to be fielded, and the Firm has accumulated a great deal of experience in distressed and alternative lending transactions.

Capital Markets:

4 partners in Milan and Rome; 1 counsel in Milan

The Firm has extensive expertise in every area of the capital markets. Its Capital Markets team advises domestic and international banks, financial institutions, and companies, through a team of both Italian avvocati and UK-qualified solicitors. The Capital Markets team has far-reaching experience in advising on offerings and listings for a broad range of debt instruments (including subordinated and structured bonds, mini-bonds, certificates, and covered warrants). It also frequently advises on liability management operations, under both domestic and international documentation. The finest expertise on the documentation surrounding debt issuances is complemented by the Firm’s leadership on regulatory matters such as the application of MiFID.

The Firm has been particularly focused on issues related to sustainable finance, establishing a dedicated group that regularly publishes commentary on the major legislative and market developments. With regard to equity capital markets, the Firm regularly advises in connection with initial public offerings, capital increases, and convertible instruments.

Corporate – Mergers & Acquisitions:

9 partners in Milan and Rome

The Firm advises on matters of company law and corporate finance, with well-established relationships with both listed and unlisted industrial groups, investment banks, financial institutions, private equity funds, and venture capital funds. The team provides its clients with expert advice on every aspect of company and commercial law, which where appropriate is complemented with advice from the Firm’s other practice areas, including Tax, Financial Regulation, Banking, IP-IT & Privacy, Structured Finance, Restructuring & Insolvency, and Real Estate, enabling the Firm to address its clients’ needs comprehensively. As a result of its considerable experience in the area, the team also specialises in advising both buyers and sellers in connection with complex M&A and private equity transactions, assisting listed and unlisted domestic and international clients at every stage of their transactions, from tax and legal structuring to due diligence reviews, to the drafting and negotiation of contractual documentation, through to completion and post-completion matters. On the most complex transactions, the team acts as a kind of general contractor, coordinating the Firm’s internal expertise with external advisors (including leading foreign law firms), thereby providing clients with a single point of contact.

Derivatives:

3 partners in Milan

The Firm’s lawyers consistently hold key roles in the Italian market for financial derivatives. The team stands out for its particular ability to combine great sensitivity in structuring all kinds of transactions, from equity derivatives to credit derivatives, from interest rate derivatives connected with financing operations to energy and other commodity derivatives. It has an uncommon grasp of the complex regulatory features of each of these classes of financial products, including EMIR rules on margins and clearing, market abuse rules, ownership transparency, and the details of MiFID II and MiFIR. The derivatives expertise accumulated within the Firm has been developed by advising leading financial institutions on the most sensitive and prominent civil lawsuits that the sector has encountered in Italy, and which have frequently culminated in complex settlements, where the Firm’s detailed understanding of the underlying and of the various contractual dynamics has provided clients with significant added value.

Energy & Infrastructures:

9 partners in Milan and Rome

The Energy & Infrastructures team deploys a multidisciplinary approach that works in combination with extensive knowledge of the sector to provide clients with skillful advice within every market segment: renewable energy, traditional energy, distributed generation, and infrastructure. The Firm advises companies, arrangers, lenders, sponsors, governments, and financial institutions at every stage of all forms of transaction: project development, the negotiation of commercial and joint-venture agreements, M&A, lending, borrowing, innovative financial structures, and public-private partnerships. The team has renowned experience in structuring complex projects in Italy and elsewhere, advising with respect to administrative law, company law, tax law, debt capital markets, banking law, and litigation.

Financial Regulation

3 partners in Milan; 1 partner in Rome

The Firm advises some of the most important domestic and international financial institutions on banking, insurance, and financial regulation matters. The Firm’s lawyers regularly advise on aspects of the regulation of investment services and activities, derivatives, banking and insurance services, payment services, and the issuance of electronic money and the associated distribution networks, with a particular focus on the impacts of new technologies. The Firm regularly advises clients on anti-money laundering laws and regulations. The Firm has expertise in the structuring of groups (including conglomerates) and the governance and organisational structures of banks, insurance firms, and other regulated entities, on the regulation and optimisation of capital structures, and restructuring and resolution. The Firm also has longstanding relationships with domestic regulatory authorities, particularly CONSOB, the Bank of Italy, and IVASS.

Inverstment Funds:

1 partner in Rome

The Firm advises leading domestic and international asset managers in connection with every aspect of the regulation of asset management, including the structuring of mutual funds, SICAFs, and SICAVs that have a focus on a range of asset classes that include alternative assets and fund-raising both within Italy and from abroad. The Firm has extensive experience advising domestic and international clients on investments in collective investment schemes, including in the secondary market. The Firm’s lawyers have acquired significant expertise in structuring alternative funds focused on investments in loan claims made through direct origination, purchases in secondary markets, or contributions by banks or other financial operators and establishing multilevel asset management and securitisation arrangements. The Firm also advises asset management companies in connection with setting up new entities, regulatory processes, and infringement procedures brought by regulators.

IP-IT & Privacy:

1 partner in Milan

The Firm advises on matters of intellectual property law, unfair competition, consumer law, advertising law, information technology, new technology, data protection, privacy, and cybersecurity. The team’s work covers both transactional and litigation matters for domestic and international clients from a wide range of sectors, including fashion, the luxury sector, the life sciences, software, and artificial intelligence, the arts, food and beverages, publishing, and human resources, as well as banks and insurance firms. The lawyers within the IP-IT & Privacy team have a breadth and depth of expertise in these sectors and adopt a practical, business-oriented approach when advising clients.

Litigation:

2 partners in Milan

The Firm’s overall focus, naturally led its Litigation team to develop considerable wide-ranging experience in handling disputes related to financial markets law, banking law, insolvency law and company law, including both domestic and cross-border matters connected with the most complex disputes, of the highest monetary value. The team has gained particular experience in disputes regarding financial derivatives. The experience developed by the Firm’s Litigation team is particularly relevant to situations presenting a multiplicity of potential issues – of a civil, regulatory and often also criminal nature – where proper analysis demands comprehensive knowledge of the financial dynamics underlying a dispute.

Public Law:

1 partner in Milan

The Firm provides advice on matters of Public Law, both involving court proceedings and in other contexts, to leading domestic and international clients, including industrial groups, construction firms, facility management companies, airlines and shipping companies, port authorities and service providers, oil companies, banking groups, chambers of commerce, local and regional authorities, universities, healthcare providers and hospitals. The Public Law team advises its clients in relation to matters related to construction contracts and supplies of goods and services, and on project financing matters. The Firm also advises on matters of telecommunications infrastructure, compulsory purchasing, authorisations and licensing, planning and building regulation, environmental matters, regulations around combating organised crime, and more generally, on all matters where there is an interplay between private entities and general government. The Firm’s lawyers also advise clients on the processes of disclosure and authorisation regarding the Italian government’s powers to veto or attach conditions to transactions involving strategic assets; and on disclosures of material transactions to independent regulators.

Real Estate:

5 partners in Milan and Rome; 1 counsel in Rome

The Firm regularly advises the major domestic and international players in the property market, including asset managers, investment funds, SICAFs, governments, public-sector entities, property developers, and general contractors. The Real Estate team provides advice regarding every stage of a property investment. At the structuring stage, the Firm advises clients on which legal constructs and devices are most suitable to its growth strategy in the real estate sector, including the use of property investment funds and SICAFs. Over the course of a transaction’s implementation and execution, right through to the delivery of long-term returns, the team is able to ensure excellence and a business-oriented service. It also has a prominent role in advising at an institutional level on prospective market and legislative changes affecting the real estate market.

Restructuring & Insolvency:

5 partners and 1 counsel in Milan

The Firm is renowned for its experience and expertise in restructuring and insolvencies, advising financial and industrial investors, banks, financial intermediaries, and borrowers on both domestic and cross-border transactions. When a business encounters difficulties, it is essential to identify from the outset the most appropriate approach derived from the Business Insolvency Code and related legislation to then examine the legal structures that best overcome the inherently complex technical issues. The Firm has multidisciplinary expertise that makes it unique among Italian firms, bringing together lawyers also from other practice areas, including Structured Finance, Banking, Corporate – Mergers & Acquisitions, Tax, and Dispute Resolution. With their particular knowledge of restructurings, they provide clients with comprehensive advice through the Restructuring & Insolvency team.

Structured Finance:

7 partners in Milan and Rome; 1 partner in London; 1 counsel in Rome

The Firm is a market leader in advising on structured finance operations, and its team is unique to Italy in terms of its quality in depth. It is renowned for its ability to advise on how structured finance techniques may be applied to different fields and different purposes, and for its willingness to break new ground. Over the years, the Firm has played a key role in advising on the structuring and implementation of many of the largest transactions in Italy involving structured finance techniques, in areas ranging from deleveraging deals to distressed M&A, restructurings, real estate, and liquidity operations. The Firm is an active participant in technical discussions both domestically and at an EU level for developing and improving the laws and regulations that govern structured finance, as well as providing advice on transactions of national interest.

Tax:

1 partner in Rome

The Firm’s Tax department advises investment funds, banks, and businesses in connection with M&A and private equity investment, dealing with structural issues, due diligence reviews, and related management incentive schemes. The team has expertise in the tax treatment of structured finance deals (including traditional and synthetic securitisations) and real estate transactions (including property investment funds and property securitisations), advising leading operators in connection with the structuring of complex arrangements that frequently innovate within the market. The Firm’s lawyers regularly advise on tax aspects of the issuance of bonds and complex financial instruments (including derivatives and instruments eligible for capital adequacy purposes) and are particularly active in advising on tax litigation.

Offices:

Milan, Piazza Castello 27, 20121 Tel: +39 02 32160400 [email protected]

Rome, Via Panama 58, 00198 +39 02 32160400 [email protected]

London, RCC Lex Ltd. Beaumont Business Centre 16 Berkeley Street – London W1J 8DZ

Phone +44 (0) 20 390 74030 [email protected]