Firm / Organisation

Giovannelli e Associati

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Managing Partner: Alessandro Giovannelli
Partners: 15
Of counsels: 4
Other lawyers: 30

Firm Overview:
Giovannelli e Associati is an independent law firm, which combines an international approach with solid local roots. The firm provides high profile corporate and finance legal advice, with a distinctive and in¬novative approach. The practice includes M&A, private equity, restructuring, corporate finance, capital markets, labour and tax. The firm also assists its clients in general corporate and commercial matters, and on litigation and arbitration, with a focus on corporate and commercial disputes.

PRACTICE AREAS:
■ Mergers & Acquisitions – Private Equity
■ Finance & Restructuring
■ Capital Markets
■ Corporate & Commercial Matters
■ Labour
■ Litigation & Arbitration
■ Tax

Main Areas of Practice:

Mergers & Acquisitions – Private Equity:

The firm provides thorough advice to private equity funds, investment companies, multinational groups and entrepreneurs in complex M&A and corporate transactions, advising on all stages of the deal, from early structuring to closing. Activity covers a wide range of matters, including:
■Acquisitions and divestitures
■Leveraged buy-outs and management buy-outs
■Venture capital and minority investments
■Joint ventures and strategic alliances
■Capital increases, issuance of notes, including convertible notes, and other extraordinary transactions
■Mergers and de-mergers
The firm has been particularly active in handling transactions involving different jurisdictions, also through an effective network of preeminent foreign independent firms, which allows us to benefit of an international reach with flexibility in the selection of the best partners for each transaction. The practice encompasses a wide range of business sectors, including retail, fashion, luxury, pharmaceutical, real estate, energy, information technology, entertainment, medical, food and beverage.

Finance & Restructuring:
The firm represents clients in every kind of corporate finance and restructuring, providing multi-disciplinary expertise to ensure the best possible assistance in this critical phase of their business. The firm is notably active for sponsors in handling their portfolio companies’ debt and in advising entrepreneurs and debtors, both in connection with in-court and out-of-court restructurings and bankruptcy proceedings. The firm’s activity in this sector includes:
■Acquisition finance
■Project finance
■Security package
■Financial covenants reset
■Debt restructuring and turnaround
■Renegotiation of financial debt and management of default, with or without out-of-court restructuring agreements
■Acquisitions and divestitures of distressed assets, including distressed debts
■Bankruptcy and bankruptcy-like transactions and proceedings, both in and out-of-court

Capital Markets:
The firm offers market-leading capability on securities offerings of all kinds, advising corporate issuers and underwriters on international and domestic equity and debt capital markets transactions and providing clear insight into regulatory considerations. The firm has also deep experience in public company M&A transactions, spanning a number of industries and representing bidders and target board of directors as well as shareholders in takeover situations. The team has considerable experience acting as international lead counsel and handling complex cross-border transactions. The emphasis on teamwork makes it easier to draw on the firm’s specialists in other disciplines of law for the benefit of the firm’s clients. The firm provides comprehensive service for all phases of corporate finance and capital market transactions, including:
■First-time listings and IPOs
■Rights issues
■Block trades
■Debt and convertible securities offerings
■Eurobonds and MTN programmes
■Private placements and other exempt offerings
■Regulatory and corporate law
■Prospectus preparation
■Publicity and research on new offerings
■Liability management transactions and debt exchange

Corporate & Commercial Matters:
The team represents financial and industrial clients, both Italian and international, in a wide variety of corporate and commercial matters. As to the firm’s activity in commercial law, the firm provides assistance in connection with any aspects of its clients’ business cycle, with a specific focus on structuring of national and international commercial networks. The firm’s corporate activity includes:
■Ongoing assistance to public and private companies, including investment companies, portfolio companies of private equity funds, companies belonging to multinational groups or financial conglomerates
■Extraordinary transactions including mergers, de-mergers, capital increases, issuance of financial instruments
■Corporate governance matters, including advice to Directors in relation to extraordinary transactions, managements’ agreements and incentive plans
■Shareholder rights
■Structuring and organization of groups of companies
■Structuring and implementation of corporate vehicles dedicated to special purposes, including investment companies based on private equity funds models

Labour:
The firm provides assistance in matters concerning labour law and industrial relations, both in the judicial and out of court. In particular, the firm deals with:
■Employment litigation
■Directorship agreements
■Employment agreements
■Independent contractor agreements
■Agency agreements
■Collective dismissal and redundancy procedures
■Reorganization plans, also with assistance in industrial relations
■Transfer/lease of business or of a going concern
■Labour matters in the context of insolvency procedures
■Stock option plans and employee shareparticipation
■Workplace safety matters.

Litigation and Arbitration:
The firm provides its clients with assistance in litigation in all areas of civil, commercial and corporate law, bankruptcy and labour law. Partners in particular have considerable expertise in litigations arising in the negotiation or execution of acquisition, investment and joint venture agreements, as well as commercial agreements. The activity of the firm includes all phases of the both pre-judicial activity - including the possible mediation phase - and judicial, before the ordinary judicial authorities of each level and in national or international arbitrations, as defenders, sole arbitrators or members of arbitration panels, even in the context of institutional arbitrations, i.e. subject to regulations adopted by institutions such as the Arbitration Chambers attached to the Chambers of Commerce, in particular the Chamber of Commerce of Milan.

Tax:
The firm is specialized in assisting investment funds and large and medium-sized financial and industrial enterprises on both domestic and international direct and indirect tax matters. The firm also advises on the tax related matters concerning high net worth individuals and families. There is special focus on tax litigation and pre-litigation. The firm has developed an in-depth knowledge and experience of the tax matters pertaining to extraordinary corporate transactions (M&A, equity/debt capital market, restructuring, group reorganization) and to the entire lifecycle of Italian and foreign private equity, private debt and real estate investment funds. The firm is mainly involved in:
■Mergers and acquisitions and corporate reorganizations
■Tax audit and litigation
■Tax opinions and voluntary or mandatory appraisals
■Tax rulings
■Planning of high net worth individuals
The firm is also a steadily member of the board of statutory auditors in industrial and financial companies.