Firm / Organisation

Giovannelli e Associati

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Managing Partner: Alessandro Giovannelli
Partners: 13
Of counsels: 5
Other lawyers: 16

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 innovative approach.
The practice includes M&A, private equity, restructuring, corporate finance, capital markets 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, and white collar crime.

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

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 it 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 financing practice works together with the corporate and mergers and acquisitions practice on a wide variety of financing transactions, including senior secured facilities, bridge facilities, leveraged loans and bond offerings. In restructuring matters, the firm is notably active for sponsors (private equity funds, investment companies) in handling their portfolio companies’ crisis and in advising entrepreneurs and debtors, both in connection with in-court and out-of-court restructurings and bankruptcy proceedings. Activity in this sector includes:
■ 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 out-of-court restructuring agreement
■ 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 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 activity in commercial law, the firm provides assistance in connection with any aspects of clients’ business cycle, with a specific focus on structuring of national and international commercial networks (distribution, agency and franchising agreements) and, more in general, in drafting and negotiating a wide range of commercial contracts (procurement, supply and services agreements). 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 organisation of multinational groups
■ Structuring and implementation of corporate vehicles dedicated to special purposes, including investment companies based on private equity funds models

Litigation & Arbitration:
The firm provides assistance in civil, commercial and corporate law litigation and arbitration. The firm’s partners have gained a significant experience in connection with disputes relating to corporate and bankruptcy matters, negotiation and execution of share purchase agreements, investment agreements and joint venture agreements, as well as commercial agreements (including agency, distribution and license agreements). The firm handles every stage of disputes, including initial evaluation, pre-litigation, mediation and in court proceedings, at any stage, both before national tribunals and national or international arbitration courts.

Tax:
The firm advises domestic and international private equity firms and multinational companies in connection with direct and indirect taxes, focusing on extraordinary corporate transactions and also ordinary activity. In particular, the firm provides a wide range of services, including assistance on the following topics:
■ Mergers and acquisitions (including leveraged buy-outs) and corporate reorganisations
■ Tax audit and litigation, with particular reference to both tax audits and settlement negotiations with the tax authorities as well as in litigation before the competent tax courts
■ Tax opinions and voluntary or mandatory appraisals
■ Filing of tax rulings
■ Individual taxation
■ Ongoing tax advise (including the tax compliance fulfillments)

White Collar Crimes:
The firm provides qualified assistance in the white collar crimes field, in connection with both in-court and out-of-court matters, with particular focus on corporate and capital markets criminal matters, representing private equity funds, national and foreign public and private companies, as well as individuals prominent in business. The firm also provides assistance to its clients in compliance matters and in the structuring of organisational models.