M&A transaction for the sale of membership interests
Legal and tax assistance in the execution of an agreement for the transfer of membership interests of an Italian and US company.
The Firm granted assistance to an Italian and US company operating in the designing, production and installation of tailor-made interiors for cruise ships and yachts in the execution of an agreement for the sale of the majority of the membership interests in favour of a company specializing in engineering and manufacturing of turnkey projects, marine or land-based, listed on the multifacility trading system AIM Italia of Borsa Italiana.
In particular, the Firm provided assistance in the structuring of the transaction, as well as in the drafting and negotiation of the agreement for the sale of membership interests, containing price adjustment clauses, customary representations and warranties, relevant indemnification obligations, as well as detailed provisions governing an escrow agreement.
The agreement also governs the execution of certain preliminary complex transactions aimed at the definition of a new corporate structure for the Italian and US company involved in the acquisition.
It has been also provided assistance in the drafting of agreements governing mutual option rights among sellers and the purchasing company (put and call options) for the transfer of the remaining membership interests under terms and provisions therein provided.