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 law firm with an international view. The Law Firm stands out for its bespoke and sophisticated legal services and its highly qualified senior teams addressing the specific needs of each client through effective legal strategies and quality advice. We have offices in Milan, Rome and London and thanks to a consolidated international network of primary independent law firms, we can offer assistance to businesses, companies, funds and financial institutions worldwide. The recognized vision and strategic acumen of the founders of the Law Firm: Cappelli, Riolo, Calderaro, Crisostomo, Del Din, together with the skills and experience of the other Partners and of all the professionals of the Law Firm, single us out as a leading player in the Italian legal market.

Main Areas of Practice:

Banking:

5 partners in Milan and Rome

The Firm has an extensive experience in banking transactions, including acquisitions and leveraged finance, corporate and investment-grade finance, 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 funds). The Banking team advises on both domestic and cross-border transactions. With the increasingly widespread use of private capital instruments, the team has also acquired experience in loans and unlisted bond issues made by private debt funds. The expertise of the Firm’s lawyers in Structured Finance and Insolvency & Restructuring has enabled multidisciplinary teams to be fielded, and the Firm has gained remarkable experience on 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 capital markets laws. The Capital Markets team advises domestic and international banks, financial institutions and companies, through a team of both Italian avvocati and UK-qualified solicitors. Over the course of their careers, the team’s lawyers have frequently advised on the structuring of ground-breaking transactions for the Italian market. Most recently, these have included the issuance by banks and insurance companies of Eurobonds in dematerialised form, the first liability management transaction addressed to retail investors, the first issuance of a convertible Additional Tier 1 instrument, the first hybrid issuance by an insurer that qualified as Restricted Tier 1, and the first issuance of instruments that qualified as ancillary own funds. The Firm also regularly contributes to preparatory work on major regulatory changes and to consultations by sector regulators, thereby placing itself as thought leader on such developments, a position that is generally recognised by the major market players. 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 transactions, 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 a commentary on the major legislative and market developments. With regard to equity capital markets, the team regularly advises in connection with initial public offerings, capital increases, and convertible instruments. The Capital Markets and Corporate – Mergers & Acquisitions teams pool their respective expertise when advising on M&A transactions involving the public markets. Experience with advising on takeover bids, the market abuse rules, equity derivatives, share ownership transparency and corporate governance structures is integrated with company law expertise when advising clients on the structuring and implementation of transactions involving listed companies.

Corporate – Mergers & Acquisitions:

9 partners in Milan and Rome

The Firm regularly advises corporate groups, founder – and family – owned businesses, investment banks, financial institutions and private equity and venture capital funds on ordinary corporate law matters and extraordinary transactions building upon long term relationships. The team provides its clients with highly qualified guidance on all matters of company and commercial law, together with expert lawyers from the other practice areas, such as Tax, Financial Regulation, Banking, IP-IT & Privacy, Structured Finance, Insolvency & Restructuring, and Real Estate, offering integrated and seamless advice tailored to clients’ needs in day-to-day operations. Drawing upon its strong transactional experience, the team is specialized in advising on complex M&A and private equity transactions, both buyer side or seller side, assisting domestic and international clients across the full spectrum of their transactional activity and at each and every stage, from structure planning, to due diligence reviews, to the drafting and negotiation of contractual documentation, through to completion and post-completion matters. On the most sophisticated transactions, the team acts as key contact for all legal advice, coordinating the Firm’s internal expertise with external advisors (including top tiers leading foreign law firms). The team has represented clients on a large number of domestic and cross-border acquisitions, mergers, spin-offs, investments, businesses sales and joint ventures, across a wide range of industries, including regulated ones such as banking & finance, real estate, energy & infrastructures. The team has in-depth knowledge of corporate reorganisations and provides tailored and strategic advice to design the governance of corporate groups and family-owned businesses (also in connection with generational change and wealth transfers). The team has established CRCCD Venture, a group focused on advising venture capital clients and businesses engaged in technological innovation, assisting in establishing investment vehicles and venture capital funds and in the structuring of venture financing transactions. More generally, the group advises both investors and/or founders on start-up and scale-up investment rounds, as well as innovative SME, from pre-seed funding to growth stage and exit (also through listing on regulated markets).

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 transactions, 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, MiFID II/MIFIR, shareholder disclosing obligations. Over the last 15 years the Firm has also acted for major international and Italian financial institutions on the most prominent Italian civil lawsuits involving derivatives products. These have frequently culminated in complex settlement arrangements, where the Firm’s detailed understanding of the underlying products and of the various contractual dynamics has provided clients with significant added value.

Energy & Infrastructures:

9 partners in Milan and Rome

Leveraging a multidisciplinary approach coupled with in-depth industry knowledge, the Firm’s Energy & Infrastructures team provides highly qualified assistance to its clients across all market segments: renewable and non-renewable energy, distributed energy, and infrastructures. The Firm assists companies, arrangers, lenders, sponsors, governments, and financial institutions in all phases and areas of activity: due diligence, project development, negotiation of commercial agreements and joint ventures, M&A, financing and innovative financial structures, public-private partnerships. The team’s professionals boast consolidated and recognized experience in structuring complex projects in Italy and abroad, operating across the fields of administrative, corporate, tax, debt capital markets, banking, and litigation law.

Financial Regulation

4 partners in Milan; 1 partner in Rome

The Firm advises some of the most important Italian and international financial institutions on banking, insurance and financial regulations. The Firm’s lawyers regularly advise on the regulation of investment services and activities, derivatives, banking and insurance services, payment services, and the issuance of e- money and the relevant distribution networks, focusing also on the impact of new technologies. The Firm advises clients on anti-money laundering laws and regulations. The Firm has gained significant expertise on the structuring of regulated groups (including financialconglomerates) and the governance and organisational structures of banks, insurance companies and other regulated entities, as well as on the regulation and optimisation of capital structures,restructuring and resolution procedures. The Firm’s lawyers have solid experience in assisting clients vis-à-vis Italian supervisory authorities, in particular CONSOB, the Bank of Italy, and IVASS.

Insolvency & Restructuring

4 Partners in Milan

The Firm is renowned for its experience and expertise in restructurings, turnarounds and insolvencies, advising financial and industrial investors, banks, financial intermediaries, and borrowers, on both domestic and cross-border transactions. The Firm has multidisciplinary expertise that sets us apart among Italian firms, bringing together lawyers also from various practice areas, including structured finance, banking law, corporate law, mergers and acquisitions, tax law and dispute resolution. Drawing upon specialized knowledge of restructurings and turnarounds, they provide clients with comprehensive advice through the Insolvency & Restructuring team. The Insolvency & Restructuring team comprises lawyers with diverse specializations, and varying levels of seniority. This allow us to advise on all kinds of insolvency procedures, whether overseen by a court or otherwise. Our legal services range from debt restructuring negotiations to the most complex corporate turnarounds and special situations, including: purchases of distressed assets; distressed M&A transactions; corporate and capital reorganizations; acquisitions of secured, unsecured, and publicly-guaranteed claims; loan-to-own transactions.Our team’s wide experience ensures that we provide tailored solutions to meet the unique challenges faced by businesses in financial distress.

Inverstment Funds:

1 partner in Rome

The Firm advises leading national and international asset managers in connection with all aspects of the regulation of collective management service, the structuring of common funds, SICAFs and SICAVs focusing on a wide range of asset classes, including alternative asset classes, as well as in fund-raising process within the Italian territory and abroad. The Firm has gained significant experience in advising Italian and international clients on investments in collective investment schemes, including in the secondary market. The Firm’s lawyers have broad expertise in the structuring of alternative investment funds focused on investments in receivables, through direct origination, purchase in the secondary markets, or through contribution by banks or other financial intermediaries, as well as in establishing multilevel collective investment schemes and securitisation vehicles. The Firm also advises asset management companies vis-à-vis supervisory authorities in connection with supervisory proceedings and sanction procedures.

IP-IT & Privacy:

1 partner in Milan

The Firm provides qualified legal assistance in the areas of intellectual property law, unfair competition, consumer protection, advertising law, Information Technology, new technology, privacy and data protection, and cybersecurity. The Firm offers legal assistance, both at judicial and extrajudicial level, to Italian and international clients operating in several industries, including fashion, luxury goods, life sciences, software and artificial intelligence, art, food and beverages, publishing, human resources, banking and insurance. The professionals in the IP-IT & Privacy team have developed in-depth and cross-disciplinary knowledge in their areas of expertise, and assist clients with a practical and business-oriented approach. Intellectual property and information technology assistance includes, inter alia, the management and protection of intellectual property rights, including registration and prosecution activities, drafting and negotiation of documents and contracts relating to intellectual property (including agreements for the acquisition and exploitation of intellectual property rights, co-branding agreements, publishing agreements, sponsorship agreements, and artistic collaborations with brand ambassadors and celebrities) and information technology, including outsourcing agreements and software development agreements, also in the context of new technologies and artificial intelligence. In addition, the team carries out clearance activities of advertising campaigns, including influencer marketing initiatives, as well as prize competitions, and generally deals with various issues related to consumer protection, and provides assistance in administrative proceedings before the competent authorities, including proceedings before self-regulating bodies. With respect to data protection and cybersecurity, the team provides, in particular, assistance in the processes of compliance with EU Regulation No. 679/2016 (GDPR), EU Regulation No. 2554/2022 on digital operational resilience for the financial sector (DORA), and other related laws and regulations, providing also ordinary and extra-ordinary assistance in connection with privacy, data protection and cybersecurity matters, working alongside other professionals when required. The IP-IT & Privacy team also advises on IP-IT related matters relevant to corporate and M&A transactions, working in synergy with the Firm’s Corporate – Mergers & Acquisitions team.

Litigation:

2 partners in Milan

The Firm’s overall focus has naturally led its Litigation team to develop considerable wide-ranging experience in handling both domestic and cross-border disputes related to financial markets law, banking law, insolvency law and company law, with particular reference to the most complex high worth disputes. The team has gained broad and specific experience in disputes concerning financial derivatives. The experience developed by the Litigation team is particularly relevant to situations presenting a multiplicity of potential issues – of a civil, regulatory and often also criminal nature – where the legal analysis demands comprehensive knowledge of the financial dynamics underlying a dispute. The Litigation team offers comprehensive advice, from broad strategy to the conduct of proceedings, with a particular focus on pre-contentious and post-litigation activities, as well as negotiation of potential settlements. Legal strategy is kept under constant review as events develop, in order to identify how the client’s interests may best be served. The considerable expertise in court proceedings and procedures is combined with the Firm’s knowledge of financial, banking, commercial and corporate matters, both within the Litigation team and among members of the other teams. This ensures that clients receive an all-encompassing service in civil lawsuits as well as in enforcement procedures before supervisory authorities. The Litigation team regularly acts for banks and other players in the domestic and international financial markets and is well-positioned to serve clients from any business sector that needs highly expert advice.

Public Law:

1 partner in Milan

The Firm provides both judicial and extrajudicial assistance in all areas of administrative law, serving primary Italian and international institutions, including industrial groups, construction companies, facility management companies, air and maritime navigation companies, port service companies and port authorities, oil companies, banking groups, chambers of commerce, local and regional administrations, universities, healthcare companies and hospital agencies. In particular, the Public Law team assists its clients in relation to public works, services and supplies contracts, as well as project financing operations. In addition, the Firm provides legal consultancy on telecommunications infrastructure, expropriations, authorizations and concessions, town planning and building, environmental matters, anti-mafia issues and, more generally, on all aspects of the relationship between private parties and the public administration. The Firm also supports clients in FDI filing and authorization processes pursuant to the so called “golden power” regulation and, more generally, in transaction filing procedures before independent authorities.

Real Estate:

5 partners in Milan and Rome; 1 counsel in Rome

TThe Firm regularly advises leading domestic and international players in the real estate market, including asset management companies (“SGR”), public and private alternative investment funds, SICAFs, governmental authorities, developers and general contractors. The Real Estate team is engaged in all the stages of a real estate investment, from structuring the transaction until the relevant implementation and execution, so that tailored, timely and business oriented advice is delivered to clients. Indeed, we cover all phases of the project, from town planning and environmental analyses to financing, through to purchase, renovation, development and sale. The in depth knowledge acquired over decades of experience enables the Real Estate team to advise clients on particularly sophisticated transactions for the acquisition or divestment of real assets portfolios, including core, opportunistic and value added development transactions, either brownfield or greenfield (including in the form of forward funding and forward purchasing), by means of asset deals or share deals. The team is skilled and advises its client also in the drafting and negotiations of all the agreements governing asset management activities of clients (such as property leases and business leases, hotel management and franchise agreements, construction and development contracts advisory, property, project, agency and service mandates). The Firm’s widely acknowledged leadership in terms of advice on securitization and structured finance has allowed its Real Estate team to play a major role in the development of market practice on real estate securitisations. Working in synergy with other experts across all practice areas of the Firm, in particular, Banking, Structured Finance, Tax and Financial Regulations, our team offers a multidisciplinary approach to advise clients across all industry segments, such as residential, office, retail, hotel, logistics, and industrial.

Structured Finance:

8 partners in Milan, Rome and London; 1 counsel in Milan

The Firm is a market leader in advising on structured finance transactions and its large team is unique to the Italian market in terms of quality and experience. It is renowned in particular for its ability to advise on how structured finance techniques may be applied to different fields and to different purposes, and for its strong focus on innovation. Over the years, the Firm has played a key role in advising on the structuring and implementation of many of the most significant transactions in Italy involving structured finance techniques, in areas ranging from deleveraging deals to distressed M&A, restructurings, real estate, and liquidity transactions. The team frequently works in close coordination with the Litigation, Corporate – Mergers & Acquisitions, Insolvency & Restructuring, Financial Regulation, Investment Funds and Real Estate teams, providing comprehensive and multidisciplinary advice to a wide range of clients. The Firm is an active participant in technical discussions with Italian public institutions and supervisory authorities with a view to develop and improve laws and regulations applicable to structured finance and provide advice on transactions of public interest.

Tax:

1 partner in Rome

The Tax team advises investment funds, banks and companies with respect to M&A and private equity investments, providing expert advice on the investment structuring, due diligence reviews and management incentive schemes. The Tax team has a significant expertise in the tax treatment of structured finance deals (including traditional and synthetic securitisations) and real estate transactions (including real estate investment funds and securitisations), advising leading players in connection with the structuring of complex and often innovative arrangements. The Tax team regularly advises on the tax aspects of bonds and complex financial instruments (including derivatives and instruments eligible for capital adequacy purposes) and are particularly experienced in tax litigation. The Tax team holds a recognized position in tax debt restructuring, having assisted clients in connection with a large number of tax settlements with the Italian tax authorities in the context of significant pre-insolvency procedures. The team is also active in the field of tax rulings, with the aim of proposing sophisticated solutions in the framework of a correct tax planning.

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]