Tremonti Partners

Firm Details:

Number of partners worldwide:

Equity partners: 17 Partners: 6

Number of other associates worldwide: 24

Of counsel : 4

Languages: Albanian, English, French, German, Italian, Spanish

Firm Overview:

Established in the early ‘80s under the name Studio Tremonti e Associati, Tremonti Partners is an Italian-based firm that offers a full range of tax advice and related services to domestic and international clients. The firm is particularly experienced and skilled in a number of tax areas including corporate and M&A, reorganisation, private equity, banking and finance, securitisations, structured finance, NPL, debt restructuring, real estate, VAT, transfer pricing and tax litigation. Tremonti Partners is often appointed as special tax counsel to consult on major transactions or to handle complex tax audit and litigation matters. The firm has more recently started a legal practice, with two fully dedicated partners, which mainly focuses on M&A transactions, corporate governance matters and wealth planning.

Main Areas of Tax & Legal Practice:

The main area of tax and legal practice of Tremonti Partners comprises all areas of domestic and international taxation.

Corporate Taxation:

The firm assists its clients in the management of tax issues that arise both in the course of the ordinary management of companies and in their enhancement and development phases. In particular, the professionals are skilled in dealing with the most complex accounting and tax issues, both for companies that adopt the domestic accounting standards and for those that adopt the IAS/IFRS. Thanks to its in-depth expertise, the firm is able to provide advice on the strategic planning of corporate groups. In addition, the firm provides specific assistance in relation to the use of various forms of tax relief, such as tax credits for research and development and technological and environmental innovation, as well as patent box “super-deductions”. Over the years, the firm has also acquired specific expertise in managing relations with the Italian Revenue Agency in the context of the cooperative compliance regime.

Tax Reorganizations, M&A and Capital Markets:

The firm assists its clients in the planning and execution of a wide range of extraordinary transactions, from private equity, venture capital and leveraged buy-outs to the most complex reorganisations of national and international groups.The firm also has extensive experience in IPOs, tender offers, mergers, demergers and contributions, including cross-border transactions.

The professionals are able to guide clients through all phases of the aforementioned transactions, from due diligence, planning of investment structures (structuring) and incentive plans (carried interest), to negotiating and drafting contracts, drafting offering circulars, and implementing such structures up to the exit events. In addition, the firm can provide technical analysis, independent appraisals and fairness opinions in connection with acquisitions, sales and other extraordinary financial transactions (capital increase, demerger, transfer of business unit, etc.) as well as the valuation of specific assets (trademarks, etc.)

Taxation of Financial Instruments:

The firm advises banks, insurance companies, asset management companies, securities brokers, private debt funds and, more generally, the entire financial sector, in relation to Italian and international financial transactions. The firm's activities in this area cover a wide range of advisory services, both in relation to the drafting and negotiation of multilateral financial agreements (including high-yield bonds), and also in relation to the preparation of opinions on legal and taxation issues, including those of considerable complexity relating to structured finance and capital markets transactions. Finally, over the years, the firm has assisted leading players active in the purchase, sale and management of non-performing loans and unlikely to pay.

International Taxation:

The firm, which has been involved in cross-border transactions since its inception, advises its clients on the application of Italian rules with international scope, European regulations and double taxation treaties, taking into account the constant interpretative developments at both the EU and OECD level. Thanks also to the support of privileged partnerships with leading tax firms located in the main European and non-European jurisdictions, the firm accompanies its clients in their international activities, both inbound and outbound, providing ongoing assistance both in the global growth phases of companies and in the ordinary course of cross-border business management. In particular, the firm advises its clients on extraordinary cross-border reorganisations, such as relocations, mergers, demergers and contributions of business units. Finally, the firm assists its clients in analysing the implications of the most recent tax laws with a strong international connotation, such as hybrid mismatches and global minimum tax.

Transfer Pricing:

Thanks to a dedicated team working with independent expert economists, the firm is able to assist its clients in the production of all types of technical analyses required by domestic and international transfer pricing regulations, as well as in the preparation of supporting documentation (Master File and Country File). The firm assists its clients in tax audits, settlement proceedings and domestic transfer pricing litigation. In line with the latest developments in international practice, the firm has also acquired a high level of experience in mutual agreement procedures (MAP) and arbitrations, as well as in unilateral and multilateral ruling procedures, having successfully activated several APAs and BAPAs for clients operating in a wide range of economic sectors.

Real Estate Taxation:

The firm works with leading national and international real estate players in all areas of their activity (acquisition, leasing, financing, disposal, sale and lease-back).Tremonti Partners also provides tax assistance in the area of investment structuring, which involves investment funds, SICAF and REITS, as well as the latest securitisation vehicles, depending on specific needs. In addition to initial real estate transfers and assistance in resolving management and servicing issues, the firm also assists real estate players and investors in resolving day-to-day operational issues.

Tax Litigation, Compliance & Rulings:

The firm has a long-standing tradition of managing relations with the Italian tax authorities and assisting in domestic and international tax disputes, with a particular focus on direct taxes, VAT, international taxation, transfer pricing, registration tax and local taxes. The professionals assist clients in tax audits, dispute resolution procedures and all other extra-judicial proceedings, including tax settlements. A specialised team of tax lawyers assists clients in litigation proceedings before the Tax Courts, the Supreme Court, the Constitutional Court and the European Courts. The Firm also assists clients in MAPs and arbitrations.The Firm has gained considerable experience in tax refund procedures, both at administrative and judicial levels, with a particular emphasis on withholding taxes unduly suffered in Italy by multinational groups and foreign investment and pension funds. The firm assists clients in submitting all types of ruling requests to the Italian Revenue Agency, including rulings on new investments, APAs and cooperative compliance programs.In the context of criminal proceedings for tax offences, the firm advises and assists the criminal lawyers on the tax aspects of the case, including the preparation of expert opinions to be presented during the trial.

Taxation of Individuals:

The firm provides advice on family and estate planning, as well as asset protection (e.g. corporate structures, family agreements, trusts, foundations, etc.) while also advising clients on the use of instruments such as trust mandates and insurance policies. The professionals are also able to provide assistance in relation to tax regimes designed to encourage the transfer of residence to Italy (e.g. the so-called impatriate and flat tax regimes). The firm also has a special focus on assisting with the governance and generational transfers of family businesses and the management of artistic assets and philanthropic and solidarity projects. Thanks to its consolidated experience with various multinational groups, the firm also advises companies and their executives on all aspects of the design and implementation of incentive plans, stock option plans, corporate welfare and any type of bonuses.

VAT, Indirect & Local Taxation:

The firm is fully experienced in VAT matters, and, with a dedicated team with in-depth knowledge of EU regulations, can assist both with regard to ordinary business operations and in the structuring of the most complex domestic and international transactions, including real estate and financial tax transactions, as well as in the context of group rationalisation processes (e.g. through the structuring of VAT groups). Tremonti Partners has also gained extensive experience in registration tax and other indirect taxes (e.g., mortgage tax and stamp duty), as well as in the main local taxes (IMU, TASI, TOSAP and environmental taxes), advising on the main recurring and non-recurring issues. For both VAT and other indirect taxes and local taxes, the firm provides legal assistance in administrative audit and assessment procedures as well as in all phases of court litigation.

Restructuring and Insolvency Procedures:

The firm's Corporate Crisis and Insolvency team has extensive experience in assisting investors, banks, creditors, and companies in crisis with insolvency and debt restructuring procedures.

The team is able to identify the best solutions to meet the needs of the company in crisis and the various categories of creditors, including within the framework of a negotiated settlement, composition with creditors and up to the most complex group restructuring transactions.Tremonti Partners also has an impressive track record in the taxation of corporate crisis and distressed M&A transactions, and has concluded several major tax settlements in the context of debt restructuring agreements.Over the years, the team has gained a vast amount of experience in bankruptcy, banking and commercial litigation: assisting banks and non-banking financial intermediaries (SIMs, SGRs, companies issuing financial instruments), also in the pre-litigation phase, in disputes relating to banking contracts and the granting of credit (enforceability of guarantees and assignments of credit; opposition to the state of liabilities; bankruptcy revocation actions; actions for damages for complicity in the worsening of the insolvency); provision of investment services; IRS derivative contracts; leasing contracts; disputes concerning mergers and acquisitions of financial intermediaries. The professionals also provide assistance to insolvency procedure bodies (receivers and liquidators).

Estate and Succession Planning:

The firm works closely with clients to optimise the management and transfer of family, corporate and art assets. The firm is committed to providing tailor-made solutions, expertly addressing the complexities of intergenerational transfer and ensuring sound family governance. The approach adopted allow the professionals to assist clients in a wide range of complex transactions, including:

amendment of by-laws: targeted adjustment of company by-laws to reflect the specific dynamics and needs of the family, ensuring transparent and lasting governance; establishment of trusts: creation of trust instruments, aimed at the protection and optimal management of assets, with a focus on succession planning; family agreements: drafting of agreements aimed at regulating the intergenerational transfer of family businesses, preventing potential conflicts and ensuring business continuity; dedicated instruments: identification and implementation of innovative solutions, such as foundations, asset funds, earmarking and insurance policies, to precisely meet the individual needs of each client.

Clients:

The firm’s clients include leading national and international investment banks and financial institutions, Italian and foreign industrial and non-industrial multinationals, telecommunications and energy companies, domestic and foreign insurance companies and real estate, private equity, venture capital and pension funds, as well as individuals, high-net-worth families, family offices and non-profit organisations.

International Work:

A large part of the activity of the firm involves international clients and cross-border operations. Over the years, the firm has built up a network of high-profile law firms and tax firms in the main European and non-European jurisdictions. These relationships allow the firm to provide its clients with complete assistance and advice in the global market. The main focus of the firm’s international work is, among others, on cross-border mergers and acquisitions (both inbound and outbound), initial public offerings and other exit strategies, as well as in structuring financial products, Pan-European private equity, venture capital, other closed-end funds, cross-border financing transactions and securitisations.

Offices:

Milan:

Via Crocefisso, 12, 20122

Tel: +39 02 5831 3707

Fax: +39 02 5831 3714

Email: [email protected]

Rome:

Via Della Consulta, 1B, 00186

Tel: +39 06 3218 022

Fax: +39 06 3244 940

Email: [email protected]