Mergers and acquisitions
The lawyers of BLF have a consolidated experience in assisting clients in transactions, both national and cross border, related to the sale and purchase of controlling or minority shareholding interests, of ongoing concerns or portions of ongoing concerns, operating in all economic sectors.
BLF usually works in cooperation with esteemed M&A financial advisors which are well-established in the business circle.
BLF assists clients in structuring each transaction, in performing the due diligence verifications, and in all phases of the process: negotiations of the terms of the transaction, definition of the relevant preliminary and definitive agreements, as well as the completion of the transaction.
In several cases the lawyers of BLF provide assistance for sale transactions conducted through private bid procedures, by drawing up all the documents related to such procedures.
The Firm also assists clients in all corporate aspects of merger, demerger and spin-off transactions, including cross-border mergers.
In connection with the above matters, the lawyers of BLF represent international groups, Italian listed companies and privately held companies, investment funds and other investors, or individuals in their capacity of majority or minority shareholders.
The lawyers of the Firm also have particularly strong expertise in structuring joint ventures involving Italian and foreign partners, with a special focus on international joint venture companies and joint ventures in emerging markets.
BLF advises clients in respect of all aspects concerning joint investments, including definition of the corporate vehicle and its governance, drawing up of the relevant by-laws, shareholders agreements and ancillary corporate documentation, as well as the preparation of distribution, license, technology transfer and other connected agreements.
The lawyers of BLF also have well-established experience in the private equity sector, in investment and disinvestment transactions carried out by or with funds.
In particular, as far as the legal corporate and contractual aspects are concerned, the Firm assists clients in: structuring leveraged and management buy out or buy in transactions, defining venture capital deals, finalizing the acquisition finance for the investment, negotiating the exit strategies, as well as preparing the corporate and contractual documents related to the transactions.
The lawyers of BLF have great experience in matters of corporate law and in extraordinary corporate transactions, also in cooperative companies’ legislation.
BLF provides its assistance for the identification of the corporate forms suitable to meet the clients’ needs, the formation of companies, partnerships and cooperative companies, , the preparation of the relevant articles of association and by-laws, the planning of the capital structure and the company’s organization, the definition of all corporate governance aspects, the drawing up of shareholders agreements, and the preparation of incentive plans and labour agreements with managers, as well as the participation to shareholders’ meetings and board of directors’ meetings.
The lawyers of BLF advise corporate bodies, also in pre-litigation or litigation matters, to members of the board of directors and of the statutory auditors’ committee.
The Firm has a specific knowledge in the drawing up and updating of Management and Organization Models pursuant to Legislative Decree 231/2001 and the lawyers of BLF are members of supervisory boards created pursuant to such legislation.
Some lawyers of the Firm are members of the board of directors of companies, including listed companies, putting their legal competence at the disposal of such entities.