M&A and corporate reorganization
Legal assistance in a corporate reorganization transaction concerning an Italian and a US company.
The Firm provided legal assistance to companies operating in Italy and in the United States in a reorganization transaction aimed, amongst others, at the spin-off of certain real estate properties and other corporate assets.
In particular, the Firm assisted the clients in all aspects connected to the execution of a non-proportional demerger of the Italian company, including the definition of the new articles of association and of the relevant governance structure of the demerged company.
Furthermore, with the support of local advisors, the Firm assisted the client in the transfer of certain assets owned by a US company to a newly incorporated vehicle controlled by the Italian demerged company, as well as in the definition of the relevant operating agreement and of the others ancillary agreements.
In the framework of the mentioned transaction, it has been also provided assistance in the drafting of shareholders’ agreement regulating, amongst others, the governance structure of the Italian parent company and of the US subsidiary and the rules governing the transfer of the shares. In addition, directorship agreements with key-managers of both companies have been defined, including a detailed regulation of the rights attributed to said managers, as well as the effects arising from the termination of the relationship deriving from good-leaver or bad-leaver events.