Annunziata & Conso

The network Annunziata&Conso was born in 2014; at that time the organization had 6 (six) professionals. Today, that firm has evolved into a network of more than 30 specialists proving capable of pooling and nurturing outstanding expertise.

Legal and Regulatory advice - Reliable and qualified support for banking and financial activities and capital market operations

• extraordinary transactions (Private Equity and M&A transaction, mergers, demergers, transformations, acquisitions, contractual and corporate joint venture, etc.)
• incorporation, authorisation and liquidation of banks and other financial intermediaries (investment firms, asset management companies, financial intermediaries ex art. 106 of Consolidated Banking Law, Payment Institution, Electronic Money Institution, Insurance Companies) ("Intermediaries")
• passporting of banking, financial and payment services of Intermediaries
• acquisition and divestment of significant shareholdings in Intermediaries
• drafting and review of corporate agreements and transparency documents
• advanced financing transactions, including cross-border
• financial guarantees
• issuance and offer of financial instruments and securitisations
• corporate information and internal dealing
• application of anti-money laundering and anti-usury regulations
• legal opinions in the above matters.

Litigation - Tradition and innovation: a new model of legal advice in litigation

• support, representation and defence of licensed intermediaries and not supervised companies, both domestic and foreign, in civil litigation in the field of corporate, banking, financial, insurance law, also before higher courts
• supporting qualified intermediaries, both domestic and foreign, in penalty proceedings brought by the Supervisory Authorities. Support to and participation in compulsory mediation procedures in corporate, banking, financial and insurance disputes involving domestic and foreign licensed intermediaries. Support to companies and qualified intermediaries, both domestic and foreign, in the investigation, assessment and management of complaints through a new multiphase advisory model ("diagnostic" and operational phase), including an ongoing monitoring service through a specific management system.

Control Functions

• outsourcing and co-sourcing of the following functions: Internal audit, Compliance, Risk Management and Anti-money laundering (AML)
• support to the Supervisory Board in connection with the 231/01 model
• support to the Board of Statutory Auditors in analysing the internal control system.
• analysis of organisational assessment and internal control system
• anti-money Laundering (AML) self-assessment
• tax compliance.

Organisational models

• target advisory and support in company organisation and restructuring projects including by setting up or reviewing processes and procedures or developing 231/01 Models
• design of corporate governance models including setting up or reviewing the organisational structure and the system of internal controls
• structuring or review of the corporate procedures handbook including AML ones
• drafting of organisational and management models pursuant to legislative decree 231/01
• inspection simulation assessment analyses
• support in implementing remedy plans following post-inspection findings .

ESG

• corporate consulting on the consistency of corporate structures with ESG requirements
• structuring or review of ESG-relevant corporate procedures
• offer of in-person, online or blended training courses
• ESG due diligence aimed at assessing legal risks and the ESG relevance of a business as well
• analysis of supply agreements to check ESG requirements are properly pursued in the supply chain

Corporate secretariat

• support to clients and corporate boards in the scheduling, organisation and execution of corporate secretariat activities, according to a tailor-made schedule designed on the basis of company characteristics
• annual scheduling of Board meetings, taking into account regulatory deadlines and the client's operational needs
• management of Board meetings with the drafting of agenda items, summoning notices and gathering and distributing relevant documents
• participation in the meetings of the corporate boards, with the eventual role of secretary taking minutes. Material drafting of the minutes of each meeting of the corporate boards and keeping and updating the relevant corporate ledgers

FinTech

• expertise, cross-sector skills and network make us well placed to identify and support the FinTech solutions and/or companies with the highest potential for innovation and integration in the financial system, namely in the set-up, authorisation, market access, including capital markets, and business management phases

Offices in Milan and Rome