Corporate Law

Governance, extraordinary transactions, shareholder relations

What we do

Incorporation, by-laws and corporate governance (S.r.l., S.p.A., SME S.r.l., law firm companies)
Capital operations (increases, reductions, conversions, issuance of SFP and special share classes)
Shareholder relations and minority protection (shareholders' agreements, withdrawal, abuse of majority, complaint to the Court)
Liability of corporate bodies and business judgment rule (art. 2392 IT Civil Code, D&O policy, indemnification agreement)
Extraordinary corporate operations (mergers, demergers, contributions, progressive and regressive transformations)
Governance of regulated companies and Italian Capital Markets Act (L. 21/2024, multiple voting rights, increased voting)
Corporate compliance and liability under D.Lgs. 231/2001 (organisational models, supervisory body)

Service pillars

By-laws and governance

Drafting of by-laws for S.r.l., closed and listed S.p.A., SME S.r.l. under art. 26 D.L. 179/2012, law firm companies under art. 4-bis L. 247/2012. Corporate architectures with particular shareholder rights, share classes, multiple voting rights, increased voting. Coordination with board and shareholders' meeting regulations.

Share capital and financial instruments

Share capital increases (paid and free), real and nominal reductions, bond conversions, issuance of participating financial instruments (SFP) under art. 2346 IT Civil Code, special share classes (multiple voting shares, savings shares, tracking shares), warrants and subscription rights.

Shareholders' agreements and minority protection

Drafting of shareholders' agreements under arts. 2341-bis and ter IT Civil Code on voting, blocking and consultation syndicates. Structuring of tag and drag along, ROFO, ROFR, put/call options, anti-dilution. Minority shareholder protection in control transfer and related-party transactions.

Directors' liability

Liability profiles under arts. 2392-2394 IT Civil Code, derivative action, individual shareholder and corporate creditor action. Structuring of D&O policies and indemnification agreements for executive and non-executive directors. Application of the business judgment rule and reputational risk management.

Extraordinary operations

Mergers by incorporation and merger of equals, total and partial demergers, business contributions under art. 2343 et seq. IT Civil Code. Progressive transformations (from S.r.l. to S.p.A.) and regressive (from S.p.A. to S.r.l.), heterogeneous transformations (from company to consortium or association). Procedural profiles, expert reports under art. 2343 IT Civil Code, directors' report.

Italian Capital Markets Act and regulated markets

Implementation of L. 21/2024 (Italian Capital Markets Act) in the by-laws of listed and pre-listed companies. Introduction of multiple voting (up to 10 votes per share) and increased voting (up to 20 votes per loyalty share). Statutory adjustments, governance of the resolution process, communications to CONSOB under the Issuers' Regulation.

Compliance and D.Lgs. 231/2001

Adoption and updating of organisation and control models under D.Lgs. 231/2001, mapping of predicate offences (including recently introduced ones such as tax crimes, market abuse, environmental offences). Appointment and organisation of the single-member or collegial supervisory body. Whistleblowing under D.Lgs. 24/2023.