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AssociAzione itAliAnA AvvocAti d’impresA
Introduction
P er aspera ad astra. this latin phrase expresses the commitment of our law firm: we do not choose the roughest and longest way to achieve our goals, but we do not give up if the path is rough and long. our purpose is to achieve our goal despite all the adversities that we can find on our way. out
of the metaphor, in the world of the law there are two ways of dealing with legal matters. interests and questions of law can be defended in a correctly formal way, or in a deeper and more substantial fashion, looking beneath the forms and contents of the laws. our goal is to focus on the grounds of the law and the applications thereof; we look at what actually happens, instead of discussing about what should happen. in a world committed to laws and normative validity, focusing on the real world and the effectiveness of the decisions we make is an additional effort. However, this effort is necessary in the actual development of the legal profession.
narra mihi factum, dabo tibi jus. this old phrase can be interpreted as summarizing both the relation be-tween legal categories and laws, and the social importance of such categories. At the very beginning of our legal culture, namely during the period governed by the roman law, the possibility of bringing a legal action constituted the grounds of the administration of justice. in later times, especially in continental europe, different types of laws prevailed over the roman legal system. rights were conceived as abstract legal con-cepts, which could be applied through more or less rigid and prototypical legal paradigms. today, Western legal systems can be basically classified in two models: the Anglo-saxon common law and the continental civil law. these two systems are now becoming similar. However, in order to understand the legally relevant sociological processes underlying such changes it is necessary to highlight what lies beneath them.
Historical evolution, which is reflected by daily life and practices, characterizes the different legal systems and triggers common needs. long time ago, the Anglo-saxon legal models, and especially the north-Amer-ican ones, highlighted the crucial importance of sociology of law. the fundamental role of this subject is also shown by the current evolution of continental european law, which opens up new legal scenarios that need to be analyzed and examined. the european legal system is evolving incredibly fast. new out-of-court
scenarios and atypical contracts are being developed. Judges are becoming creative interpreters of the law, and the gap between valid law and effective law is widening. sociology of law represents a basic theoretical and methodological instrument of analysis for all these changes. For this reason, it plays a crucial role not only in academies but also in the legal practice.
our law firm is tackling these evolving legal scenarios in strict collaboration with the academic world. Ad-vances in sociology constantly improve our legal and forensic work, and allow us (as far as we can) to elabo-rate, analyze, and therefore control the changes without passively accepting them. the law needs to adapt to the changes in social reality. legal practitioners, and especially lawyers, need to face this challenge, if they want to meet adequately their clients’ needs and requests.
it is not easy to leave the rigid conventions that characterize the old and comfortable world of the formal-istic law firms (Quod non est in actis non est in mundo). However, outside the doors of the old law firms, society is waiting for new professional skills and answers. our goal is to follow our italian legal tradition and to be considered as attentive and thorough professionals. For this reason, we cannot ignore the challenges that the social changes propose. We need to face them. We have to interpret the future using the wisdom of our past and the knowledge of the most advanced legal studies. the incredibly high number of achievements of our law firm shows that we are on the right path. However, we keep moving towards our goal, which we have not reached yet. every legal issue, every case is new and peculiar. our past experience can help us, but every time we have to defend our clients’ interests we need to act with the same commitment as it were our first challenge.
in the past, attentive jurists and scrupulous lawyers have always tried to reach out-of-court settlements to avoid litigations. individuals and companies are pursuing amicable settlements today even more than in the past, because legal actions are expensive, uncertain, and extremely long. therefore, the strict collaboration with social and legal sciences allows our law firm to open new scenarios and procedures for the defense of the rights and the interests of our clients. the scales of law and justice must promote the equality of all citizens. Unfortunately, the night often pre-vails over the daylight. in this case, the lawyer must act honestly and cleverly as a plumb line, supportively as a trowel, and fairly as a level.
Prof. Morris Ghezzi, Attorney-at-law.
History
Martinez & Novebaci was founded in 1999 by Antonello martinez and claudio novebaci. Al-though their legal backgrounds were different, they shared the same views on company policies and problems. Antonello martinez is particularly experienced in out-of-court negotiations and
global litigation strategies. He is an expert in contract law, and has always personally conducted national and international negotiations on behalf his clients. claudio novebaci is experienced in litigations and company law. thanks to his great experience and mastery in this area, he managed to successfully handle delicate issues affecting important companies.
All the lawyers in our office have been carefully selected based on their education and personal qualities. We believe that deep background, strong character, and integrity are essential requirements for our growing team, together with a strong commitment to our basic principles and great interpersonal skills. in particular, we think that a deep general theoretical background is extremely important for a practitioner, allowing him to further specialize in a specific area of law. Business consultants, job advisors, and experts in economics join our lawyers in dealing with the complex field of company law.
the wide and complex scenario of company law needs to be tackled from different perspectives. For this reason, we hired professionals specializing in fields strictly related with company management, such as labor consultants, chartered accountants, and experts in business administration. the cooperation between our lawyers, professionals, and experts, and their joint work carried out on the basis of common cultural and op-erative principles contributed to the formation of a top-level team. thanks to this team work, we can handle all the sociological, economic, and legal changes. For this reason, our team can solve effectively and promptly most of the ordinary and extraordinary problems that a company needs to face.
our main office is in milan, where the firm was founded. the former practices of the partners, torino (novebaci) and oristano (martinez), became the first branches of the newly born law firm. martinez & novebaci has other branches in rome, london, and miami, and cooperates with partners all over italy and in several foreign countries.
the founding partners
Antonello Martinez is the founding partner of the law firm. He was born in Oristano on 18 February 1954. After attending classical studies, he gradu-ated in law at the Università di Cagliari in 1978. He became a civil lawyer, following his old family tradition. Martinez has been Legal Adviser of the
Italian Parliament and now he is Chairman of the Italian Association of Company Law-yers and represents the Government of Dubai in Italy. He has taught Philosophy and Soci-ology of the Law at the Università Statale of Milan, and Communication Law at the Uni-versità degli Studi of Cagliari. At present, he is president of the Università L.U.de.S. of Lugano (Switzerland). He was keynote speaker at many conferences and meetings, and authored several law books, articles, and papers. He is entitled to plead before the Corte Suprema di Cassazione.
Claudio Novebaci was born in Turin on 15 November 1958. He gradu-ated in law at the Università di Torino in 1983. He is a lawyer experienced in civil law, company law, and international company law. He is entitled to plead before the Corte Suprema di Cassazione.
our teamour law firm is constituted of lawyers specialized in the different fields of law and expert professionals belonging to specific professional associations. Business consultants and experts in different economic fields constantly cooperate with our lawyers in order to meet our client’s needs quickly and effectively.
our goalsevery member of our team is committed to one basic principle: success depends on a great activity of research and study. education and research allow us to identify new opportunities and always offer ad-equate solutions to different types of problems. All our efforts are aimed at providing our clients with the most updated and effective opinions. this type of consulting results in strong and long-lasting profes-sional relationships with all our clients.
collaborations martinez & novebaci contributed to the reform of the italian code of civil procedure (project of the italian ministry of Justice), and to the research project on the conditions of the judicial system for the superior council of magistracy. moreover, professor morris l. Ghezzi is a consultant for the ministry of economy and Finance. in addition to the scholars working with us as consultants and lawyers, we co-operate constantly with lecturers working at several universities in italy, and in particular with many full professors of civil and commercial law.
clientsour cultural background is in company law, and most of our clients are medium-sized companies do-ing business in different sectors, in particular communication. We provide consulting, assistance, and representation to important public companies and several national and international industrial groups. thanks to our specific attention for all issues and problems of company law, we attracted extremely im-portant clients working in all areas of business. For these reasons, we have developed an extremely im-portant network among our clients, and we have encouraged significant and long-lasting commercial and industrial relations.
scientific supervision:Professor Morris L. Ghezzi, Attorney-at-law, supervises the activities of our law firm. His innovative re-search is focused on the most important procedural and substantial legal topics. professor morris l. Ghez-zi, attorney at law, member of the Bar Association of milan, is full professor of philosophy and sociology of law at Faculty of law of the Università degli studi of milan. He has analyzed the social effectiveness of the italian regulations and laws relative to their application to institutional relations, international organi-zations, citizens, and relations between private citizens. His research conflicts radically with obsolete ab-stract and purely theoretical positions, which are useless from a practical point of view. on his perspective, the law is evolving continuously, and is at work effectively in social reality. thanks to his theories, martinez & novebaci has contributed to the scientific debate on Justice. in particular, professionals of martinez & novebaci authored the first book of a series dedicated to the issue of certainty of law.
Professor Morris L. Ghezzi’s research investigates legal and judicial institutions, the nature and definition of the concept of law, social problems relative to criminal law, and several other sociologic and legal topics. Some of his most important publications are the following: Ricerche sul processo legis-
lativo nel Parlamento italiano (1978); I diritti fondamentali nei recenti studi di Gregorio Peces-Barba (1984); Devianza tra fatto e valore nella sociologia del diritto (1987); Dal controllo sociale giuridico a quello sanitario (1988); Regolamentazione regionale dell’immigrazione extracomunitaria in Italia: la normativa lombarda (1990); Immi-grazione extracomunitaria in Lombardia: intenti, progetti e regolamentazione legislativa (1991); Federalismo (1992-1994); L’immigrato extracomunitario non marginale. Una ricerca empirica sul territorio milanese (1993); Senso della crisi nella giustizia (1993); Diversità e pluralismo. La sociologia del diritto penale nello studio di devianza e criminal-ità (1996); Il panorama e le rovine. Alla ricerca di uno Stato democratico di diritto in Italia (1996); Il simbolo e l’attività giurisdizionale (1996); Le ceneri del diritto (1998); Diritti dell’individuo e diritti sociali (1999); Giustizia e impresa: Rapporto su un’indagine sociologica (1999); Giustizia pubblica e giustizia privata (1999); Sociologia critica del diritto e sociologia della devianza (2000); Solve et coagula (2003); Giudici, avvocati, giustizia e ideologia: una ricerca sul mondo del diritto in Colombia (2004); Alla ricerca del diritto certo (2005). Professor Ghezzi has taught General theory of Law at the Faculty of Political Sciences of
the Università degli Studi of Milan, Sociology of deviance at the Faculty of Medicine and Surgery of the Università degli Studi of Milan, Sociology of law at the Military Academy of Customs Service of Bergamo and at the Università dell’Insubria. He has been invited professor at the Università Esternado of Bogotà (Colombia), where he has taught a course on Legal Sociology. Professor Ghezzi has been a member of the Board of directors of the following organiza-tions: I. Re.R. (Regional research institute); the Humanitarian Society of Milan; the T. Moneta foundation, BIPIEMME (Company management of Banca Popolare of Milan); Quarit (National Association for the promotion of Italian Handicraft in the world); S.I.Tex., Assoexpo (Textiles promotion, and organization of fairs and exhibitions); Mal-pensa Energy. He has held the office of Deputy Chairman of the broadcasting committee of Regione Lombardia and DiKe Aedifica (company dealing with the securitization of the Ministry of Justice’s real property). He has worked as a receiver for O.P. Casa di Riposo F. and T. Vallardi, and he has been the Italian Chairman of L.I.D.H. (Ligue Interregionale des Droits de l’Homme). He has been appointed as a member of the Committee for the re-form of the civil process at the Ministry of Justice, and as a consultant of Sogei (a company owned by the Ministry of Economy and Finance providing ICT solutions and services)
ProfessionalsFOUNDING PARTNER
Prof. Avv. Antonello Martinez
HEADS OF THE DEPARTMENTSAvv. Alberto Merlo
Avv. Stefano TonioloAvv. Prof. Antonio ToffolettoAvv. Massimiliano MassobrioDr.ssa Maria Teresa Carrus
Dr. Roberto MartiniAvv. Raffaella Di Carlo
Avv. Mauro ToselloAvv. Furio S. Ghezzi
Avv. Prof. Guido Luigi Battagliese
Avv. Prof. Vittorio BuonaguidiDr. Stefano MingardiDr. Nicola Rigamonti
Avv. Federica GramaticaAvv. Tommaso Stipa
PROFESSIONALSAvv. Giulia Alessandri
Dr. Franco AllenaAvv. Barbara Bramati
Avv. Tina CaforioDr.ssa Cristina CordaroAvv. Simona Corradini
Avv. Candida De BernardinisDr.ssa Alessandra De Gasperis
Avv. Mirella Di VincenzoDr.ssa Raffaella Fois
Geom. Francesco Gagliardi
Avv. Maria Gentile Avv. Federico Giusti
Dr.ssa Simona IaccarinoDr.ssa Vanessa MarchettiDr.ssa Carmen Mariscalco
Avv. Mara MartinelliDr.ssa Carmen Martorano
Avv. Francesca MeluzziAvv. Elena Miroglio
Dr.ssa Paola MolinariAvv. Antonio Montanaro
Avv. Erica Pradolin
Dr.ssa Luana RizziAvv. Andrea Rumiz
Dr.ssa Cristina ScarpinatoDr. Luigi Scoccimarro
Dr.ssa Francesca SolinasDr.ssa Barbara Tadini
Dr. Guglielmo ToffolettoAvv. Ivan Tortorici
Avv. Mariangela TotaDr.ssa Roberta Trotta
Dr. Roberto Vitale
PARTNERsAvv. Prof. Bruno Santamaria
Dr. Valerio FioriAvv. Fabio Fedi
Avv. Alessandra MajoranaAvv. Patrizia BarlettaAvv. Gianluca Fonsi
Avv. Stefania IasonnaAvv. Alina Serban
Avv. Andreea Serban
OF COUNSELAvv. Tommaso Stipa Prof. Avv. Marina Franchi Fiocchi Dr. Ing. Eugenio Marchello
SCIENTIFIC SUPERVISIONProf. Avv. Morris L. Ghezzi
FORENSIC LINGUISTICS AND TRANSLATIONSProf. Fabrizio Macagno
ESTERNAL RELATIONSDr. Paolo Gagliardi Avv. Eduardo Joerge Parisi
SECRETARYPinuccia Maggi (responsabile)
Erika MolinariMatteo SchiffmannMonica Schiffmann
Debora Di VinciMarta Secci
Stefania Secci
Andrea VespoSimone Vespo
Areas of Practice
We are particularly experienced in company law. We handle all the issues from any possible per-spective, including out-of-court settlements, negotiations, and litigations concerning all relevant legal matters.
our law firm has different departments specializing in specific fields of law. each department is managed by an experienced lawyer, who supervises the activity of his team. the departments are autonomous, but they often work together, especially when a case needs to be handled from different legal perspectives or involves issues concerning different areas of practice. As a result of this joint work, our clients’ interests are defended in all their specific dimensions without resorting to external professionals. moreover, all cases are analyzed from different legal perspectives, so that the best strategy can be identified and followed. this kind of organization has been developed in years of practice and work, and has led to achievements that can be considered objectively as extremely important. moreover, thanks to our experience and the joint work of our professionals, we also handle national and international arbitrations.
in addition to the issues concerning company law, we also handle specific legal problems involving physical persons, such as family law and succession law. since our professional activities are oriented particularly towards corporate matters, lawyers, chartered ac-countants, labor consultants, experts in m&A, finance and real estate work together in our law firm as a team to provide the best and the most accurate opinions and solutions.
Our offices, in Italy and worldwide
Naples
Rome
Oristano
Florence
Padua
GenoaSavona
MilanTurin Piacenza
Bassano del GrappaVarese MonzaVimodrone
LondonBucharest
AthensBarcelonaMadrid
MiamiCairo
Moscow
HeadquartersLocationsPartnership
MilAnVia Archimede, 56 - 20129Tel. +39 02 70002339(15 linee r.a.)Fax +39 02 740707
TurinVia Caboto, 35 - 10129Tel. +39 011 19700759Fax +39 011 19700760
BAssAno del GrAPPA (Vi)Via Portici Lunghi, 73 - 36061 Tel. +39 0424 220873Fax +39 0424 230418
london NW3 5JJCharles House108-110 Finchley RoadTel. +44 (0) 20 70344365Fax +44 (0) 20 70344366
BuchAresT100 Calea VictorieiSt.Apt. 18 – 1s DistrictTel. +4021 3139988Fax +4021 3039683
roMeVia Atanasio Kircher, 7 - 00197 Tel. +39 06 8404651Fax +39 06 85358335
orisTAnoVia Cagliari, 190 - 09170 Tel. +39 0783 71106Fax +39 0783 302525
in partnership with Studio BarlettaPiAcenzAVia Giordano Bruno, 20/A - 29100 Tel. +39 0523 349591 Fax +39 0523 338228
in partnership with Studio Legale Paolo De FaveriPAduA Via Altinate, 139 - 35121Tel. +39 049 663587 Fax +39 049 876078
in partnership with Studio Legale Poggiali e ParducciFlorenceViale Alessandro Volta, 72 - 50131Tel. +39 055 0515180 Fax +39 055 0515182
in partnership with Studio dell’Avv. Giovanni CiappanAPlesVia Santa Lucia, 34 - 80132 Tel. +39 081 5422008 Fax +39 081 5511199
in partnership with Studio dell’Avv. SantamariaMonzAVia Moncenisio, 4 - 20052 Tel. +39 039 2300445Fax +39 039 386021
In partnership with GiorgilegalGenoA Piazza Matteotti, 2 interno 3B - 16123 Tel. +39 010 543559 Fax +39 010 580599
in partnership con Avv. Maurangelo RanaViModrone (Mi)Via dei Mille, 1- 20090 Tel. +39 02 70002339 Fax +39 02 70002339
in partnership with Prof. Avv. Anatolij KucherenaMoscow 119034 Ul. Ostozhenka 22/1, Ufficio N. 1Tel. +44 (0) 20 70344365 Fax +44 (0) 20 70344366 www.kucherena.ru
in partnership with Studio Legale Bartolome & BrionesBArcelonA08006 Balmes 243, 7° Tel. +34 932 922020 Fax +34 934 156638www.bartolomebriones.com
in partnership with Studio Legale Bartolome & BrionesMAdrid28001 Jorge Juan 30, 4° Tel. +34 9157.74747 Fax +34 9157.63069www.bartolomebriones.com
in partnership with Studio Al-Ahl Law FirmcAiro 7600 Sarayat, Elmaadi 9 St. No18, Apartment 8 Tel. +20 122 105941 Fax +20 251 96227
in partnership with Lambadarios & Associates Law OfficeAThens Stadiou N.3, 5th Floor 105 62 Tel. +30 2103 224047 Fax +30 2103 226368
in partnership with Martinez&novebaci LLCMiAMi Michigan Avenue, Suite 700, Miami Beach 1680Tel.+1 305 777 2274 Fax:+1 305 777 2278
in partnership con lo Studio Majorana FediVAreseViale Aguggiari, 8 - 21100 Tel. +39 0332 286976 Fax +39 0332 238652
In partnership with GiorgilegalsAVonAVia Paleocapa, 21 int. 9 - 17100Tel. +39 019 8402540 Fax +39 019 8488422
Department of
Specific Departments●● civil law●● Banking law●● civil litigations ●● criminal law ●● Accounting ●● labor law ●● tax law●● company law●● Business financial and real estate●● contract law●● sports law●● Family law●● trust law●● intellectual property●● corporate consulting and commercial development●● public and administrative law●● Bankruptcy law and company re-organization
civil lAW
Head of the division
Avv. Alberto Merlo
this department, specializing in litigations in all areas of civil law, is managed by Mr. Alberto Merlo, At-torney-at-law. the broad category of civil law, concerning both contractual liability and liability in tort, in-cludes the following areas of expertise: representation in court and out-of-court assistance in cases concerning slander and libel. All legal and pro-cedural issues relative to the positions of both plaintiffs and publishing houses are dealt with.
●■ representation before the privacy protection Authority; assistance and consulting on privacy issues.●■ Assistance and representation in cases of liability of banks and financial brokers; cases of bank and brokers’ liability involving issues governed by the provisions set out in the consolidated law on Finance;●■ Assistance and legal representation (also in cases of emergency) in matters regarding the updating procedures of the interbank database on checks and payment cards (cAi);●■ legal representation (also in cases of emergency) in all matters relative to the defense of the contracting party in cases of contractual liability.
●●
Department of
BAnKinG lAW
Head of the division
Avv. Mauro Tosello
this department, managed by Mr. Mauro M. Tosello, Attorney-at-law, provides consulting on issues con-cerning banking law, bank regulations, and compliance.
the consulting services are focused in particular on legal actions both as defendant and plaintiff brought before the supervisory Body, civil issues concerning fund raising and credit practice regulations, from sav-ing protection to capital investment (bonds, securities, financial tools).
this department provides banks and financial brokers with consulting and representation in court (includ-ing also services of legal due diligence) relative to issues involving compliance with regulations and laws, which is increasingly regarded as a value. in particular, assistance is provided to the compliance offices. the activities of this department include the following:
●■ Anti-money laundering, usury, and anti-terrorism regulations;●■ liaising with the supervisory Body; ●■ reporting to the credit Bureau (s.i.c.);●■ drafting of banking and financial agreements; ●■ Assistance to the internal control offices in charge of the compliance with the surveil-lance and regulating Guidelines; ●■ consulting on reports to the Board of directors and top management; consulting on liaising with the Board of statutory Auditors and the competent offices in charge of the branches of foreign banks;
●■ italian privacy law (legislative decree no. 196/2003);●■ industrial offences prevention: organizational models according the legislative decree no. 231/01;●■ Bank assessments (law no. 311/2004);●■ securitization (law no. 130/99);●■ regulations governing the transparency of banking operations and services (resolution of the inter-ministerial credit and savings committee no, 03/2003); ●■ e-money; ●■ payment tools.
Department of Department of
civil litiGAtions
Head of the division
Avv. Massimiliano Massobrio
this department, specializing in representation before court in different areas of civil litigation, is managed by Mr. Massimiliano Massobrio, Attorney-at-law. the department is experienced in the following areas:
●■ debt collection and disputes resulting from this activity;●■ enforcement proceedings, immovable and movable property seizures;●■ insolvency procedures;●■ interim injunctions;●■ contractual and non-contractual liability;●■ tenancy law;●■ litigations involving matters of condominium law.
criminAl lAW
Head of the division
Avv. stefano Toniolo
this department, managed by Mr. Stefano Toniolo, Attorney-at-law, provides assistance in criminal pro-cedures, out-of-court consulting, and court representation. particular fields of expertise are the following:
●■ company offences;●■ Bankruptcy crimes;●■ offences against industrial safety and hygiene;●■ Brokerage frauds;●■ tax crimes;●■ Bank crimes;●■ crimes against public administration;●■ crimes against administration of justice;●■ environmental and urban offences;●■ offences against honor, privacy, and reputation (defamation by the press or other me-dia);●■ crimes in public tenders (bid-rigging and other offences) and offences committed in the course of privatization of public enterprises;●■ crimes against the person and the property.
Department of
AccoUntinG
Head of the division
dr.ssa Maria Teresa carrus
Ms. Maria Teresa Carrus is the head of this department, providing the following services:
●■ management of the accounts, accounting framework, bookkeeping; ●■ management of the financial statements; ●■ technical advice, assessments, expert opinions; ●■ Assessments of companies, company branches, assets; ●■ liquidation of sole proprietorships, companies, assets, and equities; ●■ Administrative and accounting inspections for organizing the accounts; assessments on the accountability of the financial statements; ●■ management of patrimonies; property settlements and assignments; ●■ share capital contributions, share capital increase; foundations and associations; ●■ company operations: transformations, mergers, spin-offs, business combinations; ●■ Assistance to companies aimed at ensuring the complete and regular compliance with the obligations and formalities not affecting the actual company management; ●■ tax consulting on the drafting of the following documents: ●■ o statements: income tax, vAt, withholdings, regional income tax; statistical studies for the estimation of taxes; ●■ Appeals and petitions before the tax courts;
●■ communications, claims, complaints, demands, petitions, briefs, and replies to ques-tionnaires to be sent to financial offices; ●■ representation before tax offices, tax commissions of any instance and in any jurisdic-tion relative to tax assessments; ●■ consulting on both generic and specific tax issues, including the analysis of the regula-tions, the case law, the interpretations, and the financial administration, for the purpose of providing tax assistance and representation before the court; ●■ Activities as a statutory auditor of companies;●■ Activities as an auditor of public bodies.
Department of Department of
lABor lAW
Head of the division
Avv. Prof. Antonio Toffoletto
this department, managed by Mr. Antonio Toffoletto, Attorney-at-law, provides the following services:
●■ out-of-court consulting and representation in court. this service is provided to compa-nies in the area of labor litigation, including permanent and temporary employment and brokerage work; ●■ consulting on administrative and trade-union settlements; ●■ consulting on employment contracts and litigation prevention; ●■ consulting on redundancy and unemployment insurance procedures, class actions, and management of trade-union relations;●■ consulting on industrial accident prevention, industrial hygiene, and management of relations with welfare departments and social security bodies.
tAX lAW
Head of the division
Avv. Prof. Guido luigi Battagliese
Prof. Guido Battagliese, Attorney-at-law, is the head of this department, which aims at providing solu-tions to tax issues. the long-term experience in this specific field allows this department to guarantee high professional standards and qualified expertise in different areas of tax law, such as issues concerning com-panies, physical persons, international law, real estate, banks, and finance.
in particular, this department assists the clients by providing:
●■ legal/tax consulting on issues relative to income taxes, indirect taxes, local taxes, cus-toms duties, and minor taxes.●■ Assistance during the inspections or before litigation, representation before the bodies in charge of the tax management and control (revenue office, Financial and customs police, land registry office, customs office, local Bodies); drafting and discussing ap-plications for internal review, tax settlement proposals, settlements in court, and similar documents;●■ representation before the tax commissions, the italian corte di cassazione and the civil, criminal, and administrative judicial authorities in charge of tax issues;●■ drafting of independent opinions on tax issues;●■ Assistance on the requests for an opinion and tax ruling procedures;●■ Analysis and drafting of tax optimization plans;●■ tax due diligence activities;●■ Assistance on trust tax and family assets;●■ Audit activities on local taxes and review of the regulation procedures;●■ voluntary disclosure;
Department of Department of
compAnY lAW
Head of the division
Avv. raffaella di carlo
this department, managed by Ms. Raffaella Di Carlo, Attorney-at-law, provides out-of-court consulting and in-court representation in all areas of company law, including company management, company regis-tration and dissolution, representation in civil cases concerning company activities. specific areas of exper-tise are the following: issues concerning companies, partnerships, foundations, cooperatives, limited liability companies and public companies (corporations). this department also deals with all documents needed for the company registration and management, including articles of association, bylaws, and non-disclosure agreements. consulting and assistance is provided on issues concerning company management and meeting discussions. this department carries out activities of due diligence and global consulting on extraordinary m&A opera-tions (takeovers, mergers, split-offs and liquidations), registration of branches of foreign companies, con-centrative and cooperative joint-ventures.
All members of this department are committed to providing the company with a customized consulting, resulting from long experience in handling cases involving national and international companies. this department provides also in-court assistance in cases involving the management bodies, including representation in claims concerning financial statements, shareholders meetings, directors’ liability, ap-peals pursuant to art. 2409 of the italian civil code, and arbitration.
A specific area of expertise is company restructuration and reorganization and consulting and representa-tion (also of creditors) in bankruptcy proceedings. .
BUsiness FinAnciAl And reAl estAte
Head of the division
dott. roberto Martini
this department, managed by Mr. Roberto Martini, works together with some of the leading real estate groups and companies specializing in the management of real estate funds. it provides consulting on legal issues concerning national and international development projects.
in particular, this department is experienced in managing all kinds of corporative, financial, tax, and con-tractual issues concerning complex projects, or transaction involving regulations of different countries. in particular, the department of real estate provides the following services:
●■ Assessment. real estate assessment (including planned and developing properties); feasibility studies and commercial due diligence; consulting on the management and de-velopment of the sources of income; effectiveness analysis in decision making. Areas of expertise: management; industry and logistics; retail and special structures (e.g. leisure centers); ●■ Corporate solutions. real estate solutions for companies aiming at maximizing the value of their properties and leased spaces in order to increase the financial and opera-tional performance;●■ Urban regeneration and advisory. consulting on urban transformation and regenera-tion plan and works in the most important european and italian cities.●■ Development and management of hotel and touristic resorts. Assistance to land-owners planning the development of tourist structures in their properties; research of
Department of
companies specialized in hotel management (including both already existing and de-veloping structures); research of qualified financial and management partners; ●■ Capital markets. strategic consulting, selling management and implementation, cap-ital finding and acquisition, structured loans, joint-ventures, mergers and acquisitions, and indirect investment vehicles;
the FinAnciAl area is particularly focused on securitization operations, including the management of n.p.l.’s (non-performing loans). these so-called anomalous, or non-performing, loans, are specifically man-aged (due-diligence, acquisition, servicing, transfer) so that the recovery and transfer thereof are maximized.
contrAct lAW
Head of the division
Prof. Avv. Antonello Martinez
this department provides assistance in contract drafting and out-of-court consulting on civil issues con-cerning or related with national and international contracts drafted for companies, foundations, associa-tions or individuals. the clients’ interests are defended in all stages of the contract procedure, from the pre-liminary agreements to post-contractual consulting concerning contract interpretation and enforcement, through all the stages of contract drafting and negotiation.
this department is extremely experienced in providing out-of-court consulting and assistance on all types of contracts, including also the new types of agreements, with special expertise in matters relative to company law. the most common types of contract handled by this department include: non-disclosure agreement, preliminary agreements, tenders and service agreements, distribution agreements, lease and franchise agreements, buy-and-purchase agreements, computing agreements, business lease and company transfer agreements, consulting agreements, sponsorship agreements, bylaws, articles of association and master-fee protection agreement regarding company reorganization.
regarding international contracts, the basic procedure adopted consists in the following: detecting – since the very beginning – the most convenient applicable law; and analyzing carefully the different national legislations and the so-called lex mercatoria. in this fashion, agreements are drafted according to the in-ternational standards of completeness and self-sufficiency. moreover, the contractual structure can be as independent as possible from the specific laws, especially concerning the general contractual provisions, the governing law, and the dispute resolution.
Department of
sports lAW
Head of the division
Avv. Federica Gramatica
this department is strictly related with our interests in corporate law. the world of sport is an extremely important business all over the world. thousands of companies gravitate around the world of sport; how-ever, sometimes the expertise of the professionals that manage such activities is not adequate to the dimen-sion and importance of the business.
sport clubs are usually underestimated in the business world, as they are regarded as the subject matter of sport magazines, and not of financial journals. However, given their economic importance, they should be considered as important as all the other companies. the same happens with the athletes, as during their ca-reer they can be often compared to middle-size companies. the purpose of our law firm is to regard athletes and sport clubs as ordinary companies.
For this reason, this department is managed by Ms. Federica Gramatica, Attorney-at-law, and Mr. Vale-rio Fiori, an athlete who is also an expert in sports law. the goal is to address the issues of sport clubs and sport professionals as company issues, relying on deep and broad knowledge of the sport regulations, and in
particular football regulations. it assists and represents sport clubs, athletes, managers, coaches, sponsors, and other companies operating in this area of business at national and international level.
in particular, the following services are provided:
●■ Assistance and consulting on tax, insurance, management, and corporate issues and company registration (including sport insurance companies); negotiation and drafting of sponsorship and advertisement agreements;●■ legal advice on doping, insurance, image protection, and on safety and health protec-tion in workplaces and during exercises;●■ consulting on sport-center management and sports events organization;●■ liaising with sport federations and sport leagues on behalf of the clients;●■ specific consulting on sports law and interpretation of federal regulations and docu-ments concerning national and international football clubs and activities;●■ Assistance in litigations before regional, national, and international sport Justice of-fices (including disciplinary committees, committees for economic litigations, the italian football association, boards of arbitrators, the Federal court of Justice, the chamber of settlement and Arbitration, the tAs of lausanne, F.i.F.A., U.e.F.A. jus-tice offices etc.);●■ Assistance to the athletes during every step of their careers, including the post-career phase. several types of legal, tax, social security, and property services are offered;●■ Assistance and consulting on sports contract and image protection issues; expert con-sulting on employment, sponsorship, or advertisement agreements.
Department of Department of
FAmilY lAW
this department provides assistance on the following issues: ●■ marriage;●■ separation; ●■ termination of the legal effects of marriage; ●■ personal status; ●■ Assets management between spouses; ●■ legitimacy and illegitimacy; ●■ Adoption;●■ parentage and child custody; ●■ protection of the interests of the children; ●■ restriction and termination of parental rights, orders of protection and court appointed guardians;●■ Alimony;
this department also cooperates with the department of criminal law to handle the following cases:
●■ Juvenile delinquency; ●■ crimes concerning family and family care: breach of family duties, domestic violence and child abuse; ●■ stalking
trUst lAW
Head of the division
dr. stefano Mingardi
Head of the division
Avv. Prof. Guido Battagliese
Mr. Stefano Mingardi, tep, is the head of this department that is under the scientific supervision of Prof. Guido Battagliese tep, attorney-at-law and member of the panel of step (society of Trust and Estate Practitioners – an international, no-profit professional association of experts in the field of trusts, assets, and successions). this department assists the clients in all the fields of use of the deeds of trust and during all the phases thereof, from their execution to their day-to-day management and problems.
●■ Phases: - consulting; -legal opinion; - planning - drafting of documents and deeds; - Assistance at the execution; - Administrative obligations (filing, tax number, opening of a bank account, prepa-ration of a book of accounts); - tax obligations (accounting, financial statements, periodical income statements); - tax, civil, criminal, and administrative litigation; - contracts.
Department of
●■ Most important fields of use:Family
- Asset protection; - protection of people with physical disabilities, individuals with addictions, or spendthrifts; - succession plans; - Asset management;
Company - career and succession; - management of company crises; - liquidation and bankruptcy proceedings; - Keeping and management of company shares; - share concentration; - shareholders’ agreements; - stock options; - management of project financing operations and public works; - management and keeping of commercial or agricultural individual companies; - registration of pharmacies and tobacco shops; - common funds; - multi-property;
Guarantees - pledging of guarantees, acquisition of funds, fiduciary deposits, escrow accounts; - Financial instruments used as guarantees; - revolving collateral; - dedicated bank account.
intellectUAl propertY
Head of the division
Avv. Furio Ghezzi
this department, managed by Mr. Furio S. Ghezzi, Attorney-at-law, provides consulting and assistance on the following issues: trademarks, design, patents, domain name, and copyright law. through the coopera-tion with offices specializing in specific ip issues, this department can provide full assistance on trademark and patent registration. it also assists clients in international cases and issues thanks to the cooperation with lawyers all over the world.
particular areas of expertise are: international negotiations and trademark licensing, and licensing of intel-lectual property rights.
in addition to providing general consulting on laws and regulations concerning the aforementioned issues, this department assists clients in the following activities:
●■ opinions on publishing;●■ publishing, printing, and multimedia agreements;●■ image agreements and image exploitation rights;●■ liaising with the s.i.A.e (association of italian Authors and publishers) and the i.m.A.i.e (institute for the protection of performing Artists’ rights);●■ privacy and honor protection;
Department of
●■ strategies of ip protection;●■ i.p. risk assessment;●■ international licensing; ●■ trademark and character licensing and merchandising;●■ Franchise and distribution agreements;●■ m&A, due diligences, and compliance with antitrust regulations; ●■ Assessment of intellectual goods; ●■ Brand protection; ●■ protection and labeling of luxury goods; ●■ denomination of origin; ●■ Advertising.
this department also holds long-term experience in litigations and arbitrations on all issues concerning ip, industrial law, and piracy, and in cases brought before Antitrust, communication and Advertising Authori-ties (AGcm, AGcom and iAp) and the Association of professional Journalists. consulting on all issues concerning privacy and compliance (with particular emphasis on the cases brought before the competent authorities and compliance with the provision of the legislative decree no. 231/01) is provided to companies.
corporAte consUltinG And commerciAl development
Head of the division
dr. nicola rigamonti
Mr. Nicola Rigamonti is the head of this department, which provides consulting to companies and inte-grates the services of our law Firm by finding the best management approach to the different situations that our clients need to face. this department often works together with other departments of our law Firm and combines the legal and the managerial dimensions, so that our clients can benefit from a global intervention that takes into account all the company needs.
in particular, this department provides all the start-up and day-to-day management services to start-ups. moreover, it coordinates such activities, which include the following: drafting of business plans, investors and financing research, assessment of legal risk profiles, analysis of the best legal status of a company, draft-ing of the memorandum and articles of association, compliance with the legal provisions, drafting and anal-ysis of contracts, filing of trademarks and licenses, bookkeeping and tax obligations, etc.
in coherence with the international orientation of our law Firm, this department is also involved in draft-ing and managing the development of projects aimed at the internationalization of companies. such pro-jects begin with detecting and choosing the foreign territory that can offer the highest success possibilities, both in starting up commercial relations and developing a productive structure. After the project phase, this department handles also the second phase, regarding the plan implementation. to this purpose, with-in the broad international network of the law Firm, the potential partners and the contacts in the chosen territory are selected. in this fashion, the uncertainty factors resulting from limited knowledge of the prob-lems and dangers of the territory are limited. After sharing with the client the choice of the possible part-ner, this department assists the client by drafting the agreements and providing consulting on company,
legal, tax, and management issues concerning foreign laws. moreover, it analyses the foreign provisions and relates and compares them with the italian ones, if needed. in this fashion, the client is provided with a global assistance, both in the start-up phase and in the overall company management. moreover, this de-partment relies on professionals fluent in various languages, ensuring constant assistance, also linguistic, during meetings and in the correspondence.
in addition to the foregoing, this division also handles the optimization of the commercial relations be-tween the clients of our law Firm, or between the latter and the companies that are not our clients. this activity consists in disseminating information and commercial opportunities, encouraging commercial and strategic alliances. the aforementioned activity is carried out also by finding and collaborating with pro-fessionals and companies that share the mission of our law Firm, high professional standards and a multi-disciplinary approach to the problems. By developing more complex projects, such as the organization of seminars or events devoted to specific dimensions and issues of a company life, this department can allow the beneficiaries of this combination of contributions to improve and optimize their business.
In partnership
pUBlic And AdministrAtive lAW
Avv. Prof. Bruno santamaria
this department works in cooperation with the law firm of Mr. Bruno Santamaria, Attorney-at-law, and provides the following services:
●■ consulting and representation before courts of ordinary, administrative, and fiscal juris-diction; independent opinions on public administration issues;●■ consulting on public tenders and contracts;●■ Assistance to local authorities;●■ consulting on health and hospital law;●■ consulting on building trade and town planning;●■ consulting on environmental law;●■ consulting on public services and privatizations; ●■ consulting on civil issues of bank and insurance activities; independent administrative authorities.
this department includes also a documentation office, conducting research on administrative, regional, and european law. to this purpose, it constantly liaises with the e.U. legislative, administrative, and juris-dictional bodies.
Department of
BAnKrUptcY lAW And compAnY re-orGAnizAtion
Head of the division
Avv. Prof. Vittorio Buonaguidi
Prof. Vittorio Buonaguidi, Attorney-at-law, is the head of this department. He is member of the TMA – Turnaround Management Association and the Society of Trust and Estate Practitioners (step), which is the biggest world professional association for consulting on trusts and assets, with more than 14,500 members in 66 countries. moreover, prof. Buonaguidi holds the international trust and estate practitioner certificate. this department provides the entrepreneurs and their companies with all the legal consulting needed for facing a company crisis and the turnaround processes. these problems, caused in the last years by credit crunch, financial tension, and the economic downturn, can be extremely complex.
the professionals of this department are deeply experienced in bankruptcy law and bankruptcy proceed-ings. they have handled a high number of complex company crises, providing legal consulting on all the problems involved in situations of financial stress or bankruptcy, assisting the company management in the crucial choices concerning corporate accounts, market regulations, and the responsibilities of the company bodies.
the development of bankruptcy law allowed our law Firm to use inter-disciplinarily – also in the reorgani-zation sector – the experience developed in the field of extraordinary financial planning. in this fashion, this department has found and enhanced technical solutions that were at the beginning ground-breaking (such as the complementary use of trusts) that that today are shared knowledge of the business community.
the team of professionals providing legal assistance on company crisis issues have assisted in the past also medium-small sized companies, which are still the hearth of the italian economic system. Among the ac-tivities of this department, the following ones are particularly important:
●■ to detect the most appropriate legal instruments to face the company crisis;●■ to manage the renegotiation of the debt with various categories of creditors;●■ to negotiate standstill agreements and pacta de non petendo; to detect the mechanisms for requesting bridging finance; ●■ to negotiate reorganization agreements and agreements for modifying the contracts governing financial debts; to detect the most appropriate legal, tax, and regulatory mechanisms for reducing the debt, the corporate governance instruments, and the exit strategies;●■ to provide legal assistance on the following: the most adequate company documents; relations with the financial and industrial consultants; the directors’ responsibilities; the proposals to be advanced to the creditors; the negotiation and drafting of company, share, and property transfer agreements; the use of extraordinary unemployment ben-efits; the other effects on the employment relations, also in collaboration with other de-partments of our law Firm;●■ to provide assistance on the legal issues concerning restructuring plans pursuant to art. 67 of the italian bankruptcy law;●■ to draft applications and petitions (and the corresponding challenges) concerning re-structuring agreements pursuant to art. 182 bis of the italian bankruptcy law;●■ to draft the documents and the analysis of all the issues needed for reaching an agree-ment with creditors;●■ to provide assistance in the extraordinary administrative procedure;●■ to provide assistance on contracts (also using complex complementary negotiation in-struments to protect the capital during a company crisis, such as the trust) governing the aforementioned agreements.
A specific business unit is devoted to bankruptcy law and company reorganization. this business unit is composed of professionals experienced in different areas. the team of the bankruptcy and reorganization department is joined by the professionals that, based on their experiences in the various departments to which they belong (civil law, bank law, company law, business management, labor law, tax law), work to-gether to handle from all perspectives the needs of our clients.
