THE FIRM ...................................................................................................................................................5

A FULL RANGE OF SERVICES

Administrative and public works .......................................................................................................................8

Banking, finance and debt restructuring........................................................................................................10

Capital markets .................................................................................................................................................12

Competition/European law and competition..................................................................................................13

Consumer law..............................................................................................................................................14

Corporate and commercial transactions .....................................................................................................15

Energy and natural resources.......................................................................................................................16

Environment.................................................................................................................................18

Insolvency and corporate reorganization....................................................................................................19

Insurance...............................................................................................................................................20

Intellectual and industrial property...............................................................................................................22

Internationalization of companies...................................................................................................................24

Labor and social security..................................................................................................................................26

Litigation and arbitration................................................................................................................................27

Mergers and acquisitions; private equity....................................................................................................28

Privacy and personal data protection............................................................................................................30

Project finance and infrastructure..............................................................................................................31

Real estate.........................................................................................................................................................31

Tax. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .32

Telecommunications......................................................................................................................................34

OFFICES.........................................................................................................................................................36

5

the firm

A business law firm

Macchi di Cellere Gangemi is an international pro-

fessional association founded in 1986 for the practice

of the legal profession with over 90 highly qualified

professionals. The Firm assists companies in relation

to all their matters under Italian, European Commu-

nity and international law in the business field. In lit-

tle more than twenty years, Macchi di Cellere Gange-

mi has become a qualified partner of leading Italian

companies and multinational groups. The Firm has

extensive experience in all areas of law, with global

services expanded to different areas of expertise and

a strong commitment in the corporate, tax and finan-

ce areas. In recent years, the Firm has specialized

in new areas of law, such as project finance, envi-

ronmental law and energy.

Efficiency, Flexibility and Skill

Building on the core business strongly geared to-

wards the corporate and financial sphere, Macchi

di Cellere Gangemi has developed specialized skills

and professionalism in all sectors of business legal

advice, a necessary choice given the increasing com-

plexity of the markets and national and international

legislation. The internal organization and structure

of the Firm is able to address complex problems, see-

king out personalized solutions to meet the specific

requirements of the clients with which the Firm wor-

ks in close and continuous cooperation.

76

An independent reality,

with a network of international contacts

The Firm maintains constant and close relations with

leading international law firms and involves the best

foreign professionals in performing the tasks entru-

sted to it, working with these structures in a fully in-

tegrated manner. The Paris office has an important

function as the connection between our clients and

law firms headquartered in France and can provide

valuable help for the activity of our clients who ope-

rate there. Italian professionals specialized in diffe-

rent areas of the Firm work in the Paris office.

... but well rooted in Italy

The main offices of Macchi di Cellere Gangemi are in

Rome, Milan and Bologna.

The Firm has an office in Verona, in north-eastern

Italy. Its presence in this area responds to the increa-

sing demand for specialized legal advice originating

from the growth of the local economy and the deve-

lopment of trade with the countries of Central and

Eastern Europe.

Professionals

The professionals at Macchi di Cellere Gangemi face

and solve the clients’ problems with an interdiscipli-

nary approach.

They have a solid academic and professional training,

obtained in Italy and abroad, which enables them to

offer their clients valuable support in international

operations by helping them understand the institu-

tions and structures developed in foreign experiences.

Most of the Firm’s professionals have attended post

graduate courses in Italy, other European countries or

the United States or have already completed periods

of work with law firms abroad; some are admitted to

practice in foreign jurisdictions, others have gained

significant experience as internal consultants to Ita-

lian and foreign companies. The partners of the Firm

are members of international associations such as the

International Bar Association, the American Bar Asso-

ciation, Union Internationale des Avocats, Inter-Pacific

Bar Association, the International Fiscal Association,

the International Law Association and the International

Trademark Association.

98

ADmiNiStrAtiVe AND PUBLiC WOrKSMacchi di Cellere Gangemi renders specialized advice

and legal assistance to Italian and foreign clients in all

areas of administrative law.

Our professionals offer advice and assistance at the

Rome and Milan offices, in close contact with collea-

gues in other departments. Frequent contacts and fru-

itful cooperation with colleagues of the most important

foreign law firms allow the Firm to assist clients in na-

tional and trans-national operations in the following

subjects:

Renewable Energy

Our attorneys offer their assistance in any field of ad-

ministrative law thanks to their extensive knowledge

of procedures for the release of authorizations by

local authorities for the production of wind, photo-

voltaic, solar thermal, biomass, biogas and biofuel

energy.

Contracts, concessions and public services

Our specialists have assisted Italian and foreign

companies by handling the preparation of documen-

tation for tenders and gaining extensive experience

in public procurement, concessions, public-private

partnership initiatives, including by assisting the va-

rious organizing administrations authorities.

The Firm also renders professional advice in relation

to the local and national public services sector, par-

ticularly in gas distribution, water and waste cycle

management and local public transport sectors.

Local Authorities

The Firm deals, in particular, with the drafting of

contracts and statutes on behalf of companies in

which local authorities managing public services

have a stake.

Relations with the Regulatory Authorities

The Firm has extensive experience in the administra-

tive regulations of the sector and in assisting with

the relationships and proceedings before various

independent administrative authorities: AGCM,

AEEG, CONSOB, AGCOM, ISVAP.

Litigation

The attorneys of Macchi di Cellere Gangemi have si-

gnificant experience in litigation before the administra-

tive courts of first instance and the courts of appeal.

1110

BANKiNG, fiNANCe AND DeBt reStrUCtUriNG

Macchi di Cellere Gangemi is one of the most acti-

ve law firms in the field of banking and finance law.

The professionals at Macchi di Cellere Gangemi (6

partners, 1 professional counsel and 9 associates),

distributed between its offices in Rome, Milan and

Bologna, are active in all areas of banking, structu-

red finance and banking, financial and investment

regulations.

Activities and services in investment,

banking and financial regulation

The Firm assists Italian and foreign clients in the

establishment and authorization of supervised in-

termediaries, branches or subsidiaries of EU and

non-EU banks, non-bank financial intermediaries

(including leasing and factoring companies, money

transfers and companies for loan securitization and

investment firms). In addition, the Firm has been as-

sisting buyers and sellers of major holdings in su-

pervised entities, such as Italian banking groups and

brokers in the securities market or related business

lines and the respective regulatory issues.

In addition, the Firm assists banks, asset manage-

ment and investment firms, both Italian and foreign,

in all relations with the Supervisory Authorities con-

cerning banking, financial and investment services.

Investment Funds

Our experience also extends to the promotion and

establishment of harmonized, private and speculati-

ve investment funds in securities, real estate and lo-

ans. We also assist our clients in the offering of fund

units and other harmonized UCITS in Italy.

Debt Restructuring

Due to the current crisis of international finance and

the real economy, our professionals are involved

in significant debt restructuring and consolidation

transactions (not infrequently associated with inve-

sting in funds to be restructured by specialized fun-

ds), as well as in the restructuring of securitization

transactions.

Banking and Structured Finance Law

The Firm assists its clients in a variety of issues re-

lated to the provision of funding. The experience

of Macchi di Cellere Gangemi ranges from drafting

contracts for company funding (bilateral or syndi-

cated loans and related collateral and guarantees,

commercial and export loans, leasing and factoring)

to more complex operations, such as acquisition fi-

nancing (LBOs, MBOs, OPA financing), real estate

finance, project finance, sale and leaseback.

Structured Finance

The core business of Macchi di Cellere Gangemi is to

assist its clients in the structuring and negotiation of

complex structured finance transactions, providing

sophisticated and multi-disciplinary service through

the creation of working groups made up of profes-

sionals who are active in the various fields of experti-

se of the Firm. Professionals at the Firm lend support

in various roles in operations for receivables finance,

repackaging and securitization of receivables, both

synthetic and cash flow, for numerous types of assets

(such as trade receivables, CMBS, health care recei-

vables, WBS, NPL securitizations). Our professionals

have been involved in some of the most innovative

market transactions in recent years (such as the first

multi-borrower CMBS transaction in Italy).

1312

CAPitAL mArKetS

Macchi di Cellere Gangemi handles all legal aspects

related to the issue and placement of shares, bonds,

structured securities, asset-backed securities and co-

vered warrants and regarding derivatives transac-

tions in connection with repurchase agreements and

securities lending.

Our attorneys provide specialized services relating

to public offers for sale, listing of shares and other

securities on the Italian market and other regulated

markets in Europe. In particular, they assist issuers,

financial intermediaries and the sponsors in the li-

sting procedures, performing due diligence, prepa-

ring the related prospectuses and participating in

the negotiation and drafting of the documentation

required by law.

The Firm has assisted major companies and groups

in the formulation of public bids in telecommunica-

tions, mechanical engineering and energy.

COmPetitiON /eUrOPeAN LAW

Macchi di Cellere Gangemi provides consultancy and

assistance on matters of EU law, particularly anti-

trust law, using a team of attorneys specialized in the

field. With this expertise, the members of the Com-

munity and Competition Department applied their

skills in civil and administrative law, both in contrac-

tual and extrajudicial matters and litigation. In parti-

cular, the Firm provides assistance and advice in the

following areas:

Merger control

Submission of merger notices to the European Com-

mission and national Antitrust Authority.

Antitrust investigations

Investigations relating to competition restrictive

practices (Article 81 EC and 2 of the antitrust law)

initiated by the Italian Antitrust Authority and the

European Commission.

Antitrust Litigation

Antitrust Litigation before civil and administrative

courts (Administrative Court and State Council), for

example on issues relating to cartels, trade and distri-

bution agreements, application of the exemption re-

gulation for motor vehicle distribution agreements.

Public procurement

Consulting for Italian and foreign companies in is-

sues relating to the subject of public procurement

and public tenders: assistance in relation to infrin-

gement proceedings brought by the European Com-

mission and defense before the administrative courts

against awards granted in violation of Community

rules in matters of public procurement;

State Aid

Legal opinions and assistance in litigation and pro-

ceedings relating to state aid.

Advice

Legal opinions and advice, in collaboration with

other attorneys of the Firm, referring to the wide

range of issues relating to Community law, such as

unfair trade practices before the Italian Antitrust Au-

thority, the abuse of dominant position and sector

Regulations.

1514

CONSUmer LAW

Macchi di Cellere Gangemi assists its clients in con-

sumer law issues.

B2C contracts and e-commerce

The Firm provides advice on B2C contracts and has

solid experience in the e-commerce sector. In par-

ticular, the professionals assist clients in drafting

contractual clauses related to the creation and imple-

mentation of websites (working with professionals

from foreign firms, when necessary), in solving pro-

blems related to the right to confidentiality of infor-

mation and personal data processing, protection of

minors and on-line payments. The Firm has signifi-

cant experience in multi-media products, online ser-

vices, software and digital distribution of protected

products.

Marketing/advertising/commercial practices

The Firm assists its clients in planning and implemen-

tation branding, marketing and commercialization

strategies, and in proceedings before the indepen-

dent Authorities, including in proceedings related to

unfair trade practices and misleading and compara-

tive advertising (Legislative Decree No. 146/2007 and

Decree No. 145/2007).

Product Liability

The Firm provides advice on product safety and lia-

bility for defective products.

Litigation

The Firm has strong experience in handling disputes

with consumer counterparties (consumers, users, in-

vestors), and negotiating and managing settlements

with counterparties backed by consumer associa-

tions.

COrPOrAte AND COmmerCiAL trANSACtiONS

Macchi di Cellere Gangemi renders advice in corpo-

rate and commercial law in general for Italian and

foreign companies at every stage of their formation

and activities, providing assistance both in incorpo-

ration and ordinary and extraordinary services.

Corporate

Macchi di Cellere Gangemi renders, through attor-

neys in the respective department, consulting and

assistance to its Italian and foreign clients on corpo-

rate law. In addition to legal assistance in the incor-

poration and liquidation of companies and commer-

cial enterprises in general, keeping corporate books,

support in activities of daily management of the

company, the Firm also deals with drafting of sha-

reholder agreements, including block voting groups,

other agreements or arrangements between sha-

reholders, including non-compete agreements, and

assistance in relation to shareholders’ resolutions of

particular relevance. Some partners of the Firm are

members of boards of directors and boards of audi-

tors of Italian companies, putting their experience in

the matter at the service of shareholders.

Corporate Governance

With particular attention to issues relating to corpo-

rate governance, the Firm has extensive experience

with respect to all the profiles associated with this

matter, the structures of administration and control,

the activities of administrative bodies and sharehol-

ders’ meetings. Our attorneys regularly provide

advice to these bodies concerning the powers, duties

and responsibilities within and outside the compa-

nies themselves. The corporate department has also

developed specialized legal services to enable com-

panies to adapt corporate structures and strategies

to the most recent regulatory reforms.

Contracts and distribution

The Firm addresses, in particular, the negotiation

and drafting of contracts for the supply of services

and works, and distribution contracts (sale conces-

sions, agency, franchising, etc.), while also following

up on subsequent implementation and enforcement

phases. In this context, our attorneys assist clients

of the Firm concerning the negotiation and drafting

of EPC (Engineering, Procurement and Construction)

and EPCC (Engineering, Procurement, Construction,

Commissioning) contracts.

Business lease contracts

Our attorneys deal with issues relating to procedu-

res for leasing businesses, from the negotiation and

drafting of the relevant contracts to assistance to the

client on all issues that may arise during implemen-

tation. The consultancy concerns the structuring of

the transaction, including related corporate, finan-

cial, tax and bankruptcy aspects.

Joint ventures

and temporary consortiums

The Firm advises its clients on the structuring, ne-

gotiation and drafting of joint venture agreements

implemented through (i) the incorporation of new

companies among the participants (corporate joint

venture), or (ii) the signing of specific agreements

of collaboration among the participants (contrac-

tual joint ventures), also in the form of a temporary

consortium (associazione temporanea d’impresa or

ATI), the latter mainly aimed at the creation of major

works. In this regard, the Firm provides its clients

the necessary consultancy and assistance on the pre-

paration of documentation (framework agreements,

shareholder agreements, corporate documents, etc.),

as well as on the stage of completion of operations.

1716

eNerGY AND NAtUrAL reSOUrCeS

Macchi di Cellere Gangemi has consolidated expe-

rience in the research and exploitation of oil and

gas, their exploration and production concessions,

electricity from traditional and renewable sources,

transportation, distribution and storage of natural

gas. The activity of the Firm includes both the ad-

ministrative procedures for obtaining permits and

authorizations and contracts on related activities, in-

cluding the structuring of non-recourse financing for

energy projects. The working group operates in the

offices of Rome and Milan in close contact with other

professionals of the Firm, in particular the financial

sector.

Electricity

The Firm has been dealing for about twenty years

with projects related to combined-cycle electric po-

wer plants using conventional sources such as natu-

ral gas, coal and fuel oil. In the early nineties the Firm

was among the first to work on projects developed in

the context of the liberalization of the electricity sec-

tor in Italy. In this context, the Firm has been invol-

ved in permit procedures, contracts and financing of

cogeneration or biomass plants that benefited from

the incentives provided by CIP 6 rules.

Oil & Gas

The professionals of the Firm have extensive expe-

rience in the field of authorizations for exploration

and exploitation of hydrocarbons, operating con-

tracts between co-owners and contracts for research

and production of liquid and gaseous hydrocarbons,

and concessions for the distribution of natural gas.

In particular, the Firm has worked on projects for the

construction of regasification terminals, pipelines

and gas pipelines, biogas production facilities and

projects for the storage of natural gas. The Firm also

deals with litigation before the Authority for Electri-

city and Gas concerning the import of natural gas

and access to the national distribution network.

Renewable sources

The Firm has been active for years in the deve-

lopment of projects that use renewable sources, par-

ticularly wind farms, photovoltaic plants and solar

thermal plants. In this framework, the Firm handles

all authorization procedures relating to these initia-

tives, the drafting and negotiation of EPC, O&M and

BOP contracts, contracts concerning the acquisi-

tion of land and real rights for the implementation

of initiatives and the funding of related projects. The

Firm has extensive experience in drafting contracts

for the purchase or sale of projects in the renewable

energy sector and related due diligence. The Firm

also provides advice on procedures and criteria for

obtaining facilities and incentives to produce energy

from renewable sources.

Development projects and construction of ther-

mal power plants

The activity of our Firm includes legal assistance re-

lated to the construction, operation and maintenance

of power plants, including the supply and distribu-

tion of electricity, as well as the care of every aspect

concerning the implementation of the project (obtai-

ning permits, environmental issues, interconnection,

financing).

Trading of electricity and green certificates

The Firm has recognized experience in the marke-

ting of electricity, Green Certificates and derivative

products involving these goods, as well as the pro-

cedures for import and export of electricity within

and outside the EU. The Firm’s professionals have

relationships with the various official agencies such

as the Authority for Electricity and Gas, the GSE and

GME and Terna.

1918

eNVirONmeNt

Macchi di Cellere Gangemi offers consulting services

and assistance to Italian and foreign clients related

to the development of environmental investments

(plants producing electricity from renewable sources,

waste disposal, sewage treatment plants), as well as

in administrative procedures and contracts for the

remediation of contaminated sites and emissions ge-

nerated by industrial plants.

The partners and employees work in the offices of

Rome and Milan, in close collaboration with other

departments of the Firm that offer their assistance in

due diligence for acquisitions or financing.

Authorization procedures

The Firm has significant experience in relations with

public administrations and assists clients in all sta-

ges of administrative procedures in order to provi-

de them with the information needed to evaluate the

suitability of the location of the projects, identify the

most expeditious procedures and ask the appropria-

te questions.

Environmental assessment procedures

Both Italian and foreign clients have requested the

assistance of our professionals on issues related to

procedures for environmental impact assessment of

projects, in particular as regards waste disposal, air

emissions, wastewater discharge and environmental

protection.

Project Contracts

The Firm has extensive experience in drawing up

contracts for the construction and/or management

of environmental plants (plants producing energy

from renewable sources, waste disposal and sewa-

ge treatment plants), assisting the owners of the

projects, the lending institutions and contractors.

The specific experience gained in this field also ena-

bles the professionals to understand the main tech-

nical risks and to draw up contractual clauses to mi-

tigate these risks.

Joint ventures and acquisitions

The Firm has gained extensive experience in structu-

ring joint ventures in the environmental area for the

development of projects and construction activities

by associated contractors. The Firm has also assisted

in major acquisitions of companies operating in the

environmental sector, where due diligence activities

are accompanied by specific advice in risk assessment

and risk mitigation through specific contractual for-

mulations.

Clean-up

The Firm has assisted in clean-up procedures of local

and national interest with competent local authori-

ties and the Ministry of the Environment and advi-

sed Italian and foreign companies, dealing with go-

vernment authorities, both in arranging all contract

documentation concerning the decontamination

procedures, including indemnification agreements,

contracts for the performance of the clean-up and

arrangement of guarantee coverage.

Waste disposal and/or transport contracts

The Firm has extensive experience in drawing-up

contracts for waste disposal services, including long-

term, both for producers and disposers of waste, and

is able to offer advice on authorization and pricing

implications (when waste disposal is accompanied

by production of electricity) related to the disposal

of each category of waste (raw materials and bypro-

ducts) by suggesting the appropriate regulation of

the supply in contractual and procedural terms.

Assistance before administrative and civil courts

The Firm assists clients in all proceedings before ad-

ministrative and civil courts and arbitral tribunals

in environmental matters, including suits for envi-

ronmental damage and appeals of denials and revo-

cations of administrative measures.

iNSOLVeNCY AND COrPOrAte reOrGANiZAtiONS Macchi di Cellere Gangemi has gained significant ex-

perience in insolvency matters, in particular within

the framework of restructuring agreements and con-

solidation plans, insolvency and bankruptcy procee-

dings in general and in relation to agreements and

composition with creditors and transfer of assets to

creditors and/or third parties in these proceedings.

Our attorneys assist clients in connection with all

insolvency aspects of banking, financial and com-

mercial transactions. Our team of legal experts in the

field of insolvency works closely with other profes-

sionals of the Firm and, in particular, with those who

deal with litigation, banking and finance law and

labor law. Our attorneys assist both in national and

cross-border insolvency proceedings, while also of-

fering assistance in the application and enforcement

of European regulations. The department has also

gained considerable experience in insolvency mat-

ters concerning loans granted to companies in crisis

(“distressed assets”) and high-yield operations, assi-

sting the client in cases of possible critical profiles

arising from transactions with companies at risk of

default, and in the acquisition of assets in insolvency

proceedings.

Creditors’/debtors’ rights

The rights and obligations of creditors and debtors,

the drafting of legal opinions in this area and redu-

cing the risk of default in transactions that our clients

wish to make are the areas in which our professio-

nals have gained considerable experience.

Settlement agreements and restructuring plans

As “attorneys to the rescue of companies” we ap-

ply our ability to find solutions and reach settle-

ment agreements with creditors. Our attorneys have

extensive experience in negotiating and drafting

of cooperation agreements with consultants, in the

execution of standstill agreements and rapid credit

recovery activities through effective dispute resolu-

tion. Our attorneys are also specialized in the sale of

assets, mergers and acquisitions.

Distressed debt

We represent the parties in the assignment of distres-

sed loans, assisting them in relation to all aspects of

financial restructuring, from the moment of default

to the conclusion of the restructuring or liquidation

operation, identifying and trying to maximize the le-

verage of our clients.

Cross-border assistance

Our attorneys coordinate with foreign colleagues the

cross-border profiles of the operations conducted,

from acquisitions to sales of business branches or

assets, requests for information relating to statutory

powers and procedural aspects.

Insolvency/bankruptcy proceedings

Our attorneys assist commissioners and trustees in

bankruptcy in the negotiation and drafting of agre-

ements with creditors, with the goal of maximizing

the profits of our clients with specific strategies for

debt recovery, fight against fraud, protection against

suspicious trusts and currency transfers.

Dispute resolution

We assist our clients in litigation arising from si-

tuations of financial crisis, either in ordinary and

bankruptcy courts or in arbitration. We assist in ca-

ses, both as plaintiff and defendant, related to prefer-

red rights, revocation actions and in debts recovery

and verification.

Tax aspects

Along with tax professionals, our attorneys have

significant experience in legal opinions and develo-

ping bankruptcy strategies for companies and third

parties involved with insolvent companies.

2120

iNSUrANCe

The Firm provides legal assistance in the insurance

sector to companies and EU and non-EU brokers,

both in damage insurance and life insurance.

In particular, the Firm’s professionals have gained

extensive experience in access to insurance and

practice of insurance, reinsurance, brokerage (inclu-

ding by way of establishment and independent servi-

ce provision), placement and distribution of insuran-

ce products (also through the banking channel, with

remote mediation techniques, Internet, etc.) prepa-

ration/revision of policies, cooperation agreements

between industry operators, support to companies

for the implementation of laws and regulations, in

dealing with supervisory authorities in connection,

including in lawsuits brought by the latter.

The activities carried out in the M&A sector include,

inter alia, the structuring and negotiation of agree-

ments for the transfer of holdings in insurance com-

panies operating in the lines of damage, restructu-

ring of insurance and reinsurance companies and

the transfer of insurance portfolios.

The Firm’s professionals also work with specialized

insurance journals and have published contributions

in matters of access to the insurance and reinsurance

activity and brokerage, as well as in ISVAP supervi-

sion.

2322

INTELLECTUAL AND INDUSTRIAL PROPERTY

Macchi di Cellere Gangemi provides advice and as-

sistance to Italian and foreign clients on matters of

intellectual and industrial property and information

technology.

The attorneys draft and negotiate license and assi-

gnment of rights agreements, franchising contracts,

research and innovation contracts, technology tran-

sfer contracts, joint venture contracts in relation to

processes of internationalization of Italian compa-

nies, and establishment in Italy of foreign multina-

tional groups. Macchi di Cellere Gangemi assists its

clients in litigation, both before the courts and in ar-

bitration proceedings.

Trademarks, designs and models

The Firm provides assistance to Italian and foreign

companies on issues related to the protection and ex-

ploitation of trademarks, designs and models.

Patents and know-how

The professionals are specialized in issues related to

the protection and exploitation of patents and know-

how.

Copyright

As part of its IP practice, the Firm offers a wide ran-

ge of services relating to the protection and exploita-

tion of copyright in the various fields of production,

including new media and entertainment, as well as in

relation to protection of computer programs (softwa-

re) and databases.

Mergers, acquisitions

and corporate restructuring

The attorneys of the IP/IT field work closely with

other professionals of the Firm in aspects related to

due diligence inherent in mergers, acquisitions and

corporate restructuring.

Outsourcing

In this case as well, IP/IT professionals work closely

with other professionals of the Firm in relation to

outsourcing, back-sourcing and in-sourcing opera-

tions and in team with professionals from other fo-

reign firms in conjunction with multi-jurisdictional

transactions.

Litigation

The attorneys have significant experience in litiga-

tion related to patents, trademarks and copyrights.

The Firm assists its clients in relation to liability

claims related to the activity of Internet providers and

has extensive experience in arbitration and court

proceedings relating to unfair competition, the ex-

ploitation of exclusive rights in know-how and confi-

dential business information.

2524

iNterNAtiONALiZAtiON Of COmPANieS

Macchi di Cellere Gangemi is specialized in the inter-

nationalization of listed companies, major private in-

dustrial groups and medium-sized companies active

in various industry sectors, with particular attention

to new markets such as India, China, Brazil, countri-

es in the Persian Gulf and the Maghreb.

The professionals at Macchi di Cellere Gangemi at

the offices in Rome, Milan and Paris provide assistan-

ce and advice in relation to foreign direct investment

(through the acquisition of local companies, setting

up wholly owned subsidiaries and joint ventures with

local partners) and more generally on business ex-

pansion projects in those areas. With the help of ex-

perts and leading local consultants, they assist their

clients in various stages of investment, particularly

in the following areas:

Investment Analysis

The Firm has extensive experience in the analysis of

the proposed investment to determine the best entry

strategy, assisting the company in obtaining, where

necessary, permits/authorizations/licenses and iden-

tifying the best vehicle for investment.

Contracts

Qualified professionals offer assistance in drafting

and negotiating distribution, agency and supply

contracts, and, more generally, the contracts neces-

sary for the development of business strategies for

expansion.

Project finance

The professionals also provide qualified assistance in

the drafting and negotiation of contracts required to

finalize plans for the implementation of major infra-

structure projects on a project finance basis, working

with major national and international institutions

such as SACE S.p.A., EIB, (European Investment

Bank), African Development Bank and World Bank.

26

LitiGAtiON AND ArBitrAtiON

The litigation department of Macchi di Cellere Gan-

gemi has considerable experience in all areas of

commercial law. The team consists of more than 20

attorneys who work closely with colleagues in other

departments to provide assistance even in litiga-

tion related to new areas of law, such as energy and

structured finance.

Strategic litigation analysis

The attorneys provide legal opinions in relation to

potential liability, preliminary verification of the risk

of litigation and preventive strategy to guarantee

clients the best service in risk management at the

global or regional level.

Litigation

The professionals represent foreign and Italian

clients in corporate, commercial, real estate, em-

ployment, environmental and administrative procee-

dings, national and international tax litigation and

bankruptcy proceedings and directors liability.

Large-scale litigation

The attorneys also have extensive experience in lar-

ge-scale litigation and in assisting multinational cor-

porations.

Defense before the high courts

Macchi di Cellere Gangemi represents clients in eve-

ry phase of litigation, including the high courts, such

as the Court of Cassation, the Constitutional Court

and the European Court of Justice.

Interim and summary proceedings

The attorneys of the litigation department assist

clients in urgent proceedings to obtain interim me-

asures, injunctions, interim payment orders and

measures to stop payment of independent personal

securities.

Recognition and enforcement

of foreign judgments

Department professionals have significant experien-

ce in Italy in the recognition and enforcement of fo-

reign judgments under national law, European regu-

lations and bilateral and multilateral conventions.

Arbitration and Alternative Dispute Resolution

Macchi di Cellere Gangemi has considerable expe-

rience in domestic and international arbitration and

alternative dispute resolution. The Firm’s profes-

sionals work both as counsels and arbitrators in ad

hoc and institutional arbitration (Milan Chamber of

Commerce, ICC, CCIG, CIETAC), both in Italy and

abroad. The department assists clients in drafting

and negotiation of arbitration clauses, including in

the context of contractual structures and multi-party

disputes, in matters related to complex cross-bor-

der arbitration and enforcement in Italy of foreign

awards.

LABOr AND SOCiAL SeCUritY

The Firm enjoys a significant and proven experience

in the field of labor law, social security and labor re-

lations, covering legal and regulatory aspects, both

Italian and EU, and is therefore in a position to deal

on behalf of its national and multinational clients,

with every possible problem, both in Italy and abro-

ad. The professionals in the field of labor law and so-

cial security have extensive experience in providing

assistance and advice to clients of the Firm in the fol-

lowing subjects:

Employment contracts

The department has significant experience in draf-

ting all kinds of employment, consulting, and colla-

boration and agency contracts, adapting template

contracts used globally to Italian law and drafting

specific clauses (non-compete agreements, confiden-

tiality clauses, intellectual property clauses, clauses

on the use of the Internet and e-mail, etc.).

Management of employment relations

The Firm’s professionals assist clients on the impo-

sition of disciplinary sanctions, modification of the

tasks, salary management and fee reduction, bonu-

ses and stock-option plans, protection of privacy,

national and international transfers and any other

problem inherent in managing employment rela-

tionships.

Termination of employment contracts

The attorneys have gained particular experience

in individual dismissals (of employees and executi-

ves), collective layoff procedures, severance packa-

ge plans and drafting of settlement agreements and

consensual termination of employment.

Labor relations

The Firm has significant experience in negotiations

with unions in consultation procedures provided for

business transfers, collective layoffs, unemployment

insurance and solidarity contracts, as well as collec-

tive bargaining agreements in the company.

Human Resources

Our labor law department provides advice and as-

sistance to Italian and foreign clients regarding re-

cruitment procedures, company regulations, imple-

mentation of codes of ethics, disciplinary codes and

whistle-blowing procedures and the use of informa-

tion systems and e-mail.

Social security and safety at work

Macchi di Cellere Gangemi provides assistance on all

aspects of pension and social security and those re-

lating to compliance with regulations on health and

safety at work.

Labor Law Litigation

The Firm’s professionals have extensive experience

in litigation arising from the termination of work re-

lations, the recognition of employee status, mobbing

and demotion.

2928

merGerS AND ACQUiSitiONS;PriVAte eQUitY

Mergers and Acquisitions/M&A

From the very beginning of its activities, Macchi di

Cellere Gangemi has been involved in the merger,

demerger, acquisition and sale of holdings, com-

panies or company branches, including leveraged

buyouts, management buy outs and spin-offs, assi-

sting its clients in every stage of these transactions,

from the negotiation and signing of letters of intent

and confidentiality, the conduct of any legal due di-

ligence to the negotiation, drafting and refinement

of the respective contracts. The advice on the struc-

turing of the transaction also concerns the financial

support or related aspects. The Firm also actively as-

sists its clients in all reorganization, divestiture and

corporate and financial restructuring, covering all

their phases.

Venture capital/private equity

The Firm is very active in the fields of venture capital

and private equity and assists Italian and foreign in-

vestment banks, asset management companies and

funds in the acquisition of holdings in traditional or

new economy sectors. The Firm’s professionals have

gained considerable experience in the planning of

optimal corporate and tax structures, as well as in

devising strategies for company recovery. The assi-

stance rendered also extends to all successive pha-

ses of the operations in question, such as rounds of

refinancing, disposals and transfers, both through

direct negotiations and through IPOs.

3130

PriVACY AND PrOteCtiON Of PerSONAL DAtA

Macchi di Cellere Gangemi renders consulting ser-

vices and assistance to Italian and foreign compa-

nies concerning aspects of the right to privacy and

the protection of personal data. The attorneys in the

personal data protection department work in team

with other professionals of the Firm to assist clients

in various sectors such as communications, media, e-

commerce, financial services, health and information

technology.

Websites and e-commerce

The attorneys are involved in all aspects of privacy

and the protection of personal data relating to the

establishment or operations in Italy of websites, as

well as the study and the drafting of privacy policies

and the acquisition of data from users of Web sites.

Macchi di Cellere Gangemi has extensive experien-

ce in the problems of data processing related to e-

commerce and issues of privacy and personal data

processing relating to Web sites aimed at children.

Processing and transfer of personal data

The Firm assists its clients in matters relating to the

processing and transfer of personal and sensitive

data of clients and employees. The attorneys of Mac-

chi di Cellere Gangemi assist companies in relation

to notifications in respect of the Supervisory Autho-

rity (Garante) for Personal Data Protection and give

advice on the requirements and formalities prescri-

bed by law, including security requirements.

Whistleblower policies

Macchi di Cellere Gangemi has extensive experien-

ce in the implementation in Italy of whistleblower

procedures and assists its clients in the care of the

necessary formalities and review of intercompany

agreements.

PrOJeCt fiNANCe AND iNfrAStrUCtUreS

Macchi di Cellere Gangemi is one of the most active

Italian firms in the field of project finance, and car-

ries out its activities in relation to financing and re-

financing of projects in the energy and infrastructu-

re sectors and water services representing both the

sponsors and the lending banks. The working group

consists of several partners and associates in the offi-

ces of Rome and Milan.

Conventional energy

The Firm has assisted major Italian and foreign in-

dustrial groups in financing combined cycle plants

and incinerators operating under both the rate re-

gime introduced by the CIP 6 Resolution and mer-

chant plants, as well as their refinancing. The major

projects implemented include the Teverola and Ra-

venna plants (150 MW of power), the Lomellina inci-

nerator with 15 MW of power and the Bando d’Ar-

genta biomass plant.

Renewable sources

Macchi di Cellere Gangemi has been operating for

many years as counsel to banks and sponsor in con-

nection with the non-recourse financing of wind

farms, solar initiatives and biomass power plants.

Recently the Firm has participated in financing ope-

rations of wind and solar projects of over 300 MW

in Sicily, Calabria and Puglia, while also gaining ex-

perience in relation to projects that use public con-

tributions and funds and therefore require special

financial structures. The Firm has also structured

leasing and financing transactions for portfolios of

initiatives.

Infrastructure

The Firm has been involved in financing for the con-

struction and management of integrated water sy-

stems and regasification terminals and related stora-

ge and deposit facilities.

reAL eStAte

Macchi di Cellere Gangemi is always monitoring the

purchase and leasing of land, industrial and com-

mercial buildings, hotels, resorts and residential pro-

perties.

Real Estate Development

The Firm assists its clients in negotiating and struc-

turing real estate transactions relating to residential,

commercial and industrial and tourist facilities, from

the start of the negotiations (including due diligen-

ce) to closing, taking care of all sides of the opera-

tion, including urban planning, authorization, envi-

ronmental, negotiation, tax and financial aspects.

Asset Management and Project Management

The Firm assists its clients in negotiating and draf-

ting contracts for asset management and project and

construction management incidental to real estate

development operations.

Private and Public Procurement

The Firm also gives advice in both public and pri-

vate procurement, assisting clients, both Italian and

foreign, in the stages of participation in tenders, ne-

gotiation and drafting of contracts, in the phase of

management and execution of the contracts as well

as in any litigation, both under civil and administra-

tive law. 

32

tAXMacchi di Cellere Gangemi renders advice and assi-

stance in tax matters nationally and internationally

to leading Italian and foreign clients, with a team of

specialists based in the offices of Rome and Milan.

Participation in study groups and advisory commit-

tees and proposals at both national and international

level, as well as international professional organiza-

tions allows the requisite constant updating and en-

sures a high level of specialization. The close interre-

lationship with other members of the Firm provides

an interdisciplinary approach to taxation.

Taxation of corporate groups

The Firm provides assistance and advice to imple-

ment efficient tax strategies, management of reorga-

nization of corporate groups, as well as post-acqui-

sition integration of the legal entities. In this respect

it has acquired specific experience in national and

international pharmaceutical and real estate compa-

nies.

Taxation of extraordinary transactions

The Firm has structured and followed a number of

extraordinary transactions aimed at the acquisition

of enterprises and companies or groups of compa-

nies, creating original acquisition solutions assisting

the clients and fellow attorneys in the negotiation of

the respective contracts, with particular reference

for tax implications.

Taxation of financial instruments and funding

The Firm provides advice in relation to the tax im-

plications of innovative financial products as well

as those relating to structured finance transactions,

with particular reference to the securitization of re-

ceivables. The Firm also has significant experience in

the analysis of taxation of short- and medium-long-

term funding granted by national and foreign enti-

ties, as well as in the tax-efficient structuring of the

related packages of guarantees.

Taxation of renewable energy

The Firm has considerable expertise in tax issues

related to investments for the production of energy

from renewable sources; considerable experience

has been gained in relation to the ordinary taxation

of renewable energy companies as regards the taxa-

tion of both incentives paid in connection with the

production and sale of energy produced and energy

trading activities.

Transfer Pricing In relation to the matter of transfer pricing, the Firm

has developed specific expertise in preparing the do-

cumentation of the prices charged in intercompany

relationships, in relation to the identification of the

best method for determining the arm’s length price

among the so-called traditional and alternative me-

thods.

VAT and indirect taxes

The Firm specializes in providing advice on VAT, the

identification of the correct tax treatment of intra-

community and international operations, as well

as in issues related to transactions excluded and

exempted from tax. It also has considerable expe-

rience in the field of customs and excise duties, in-

cluding energy products, registration tax and stamp

duty.

Taxation of individuals and families

The Firm assists its private clients in the organization

of tax-efficient structures for the management and

transfer of family assets. In this work, it has become

familiar with the use of sophisticated financial and

insurance products and the use of the trust.

Compensation and incentive plans

The Firm has developed interdisciplinary experti-

se in the field of taxation and employment law for

aspects of the taxation of income from employment,

with particular focus on incentive structures by me-

ans of fringe benefits, stock option plans and pension

plans, as well as programs related to mergers or

transfers of business.

Tax Litigation

The Firm has been involved in many important and

contentious procedures for domestic and foreign

clients before tax courts of all types and levels, in-

cluding the Court of Cassation and the European

Court of Justice. The criminal implications that may

arise from tax assessments are another strong point

of the tax team. Particular expertise has been gained

with respect to charges related to permanent establi-

shments and transfer pricing. In relation to the latter,

the Firm has filed proceedings with the competent

authorities and according to the European arbitra-

tion convention. The Firm also has substantial exper-

tise in assistance during tax audits and in the mana-

gement of litigation reduction procedures.

3534

teLeCOmmUNiCAtiONS

Macchi di Cellere Gangemi has gained considerable

experience in the telecommunications sector and

has provided advice on tackling some of the most

significant transactions in the areas of telephone

services over fixed, mobile and satellite networks

that followed the liberalization process. The Firm

assists clients in the fields of radio and television

broadcasting, information technology and internet,

and the coordinated use of infrastructure and ser-

vices in telecommunications, media and information

technology. The Firm’s professionals have in-depth

knowledge of sector regulations and all aspects re-

lated to obtaining licenses and authorizations from

the Italian Authority for Telecommunications and the

Italian and EU Antitrust Authority.

00197 ROMEVia G. Cuboni, 12Phone +39.06.362141Fax +39.06.3222159roma@macchi-gangemi.com

20122 MILANVia G. Serbelloni, 4Phone +39.02.763281Fax +39.02.76001618milano@macchi-gangemi.com

40121 BOLOGNAVia Calcavinazzi, 1/dPhone +39 051 0953112Fax +39 051 0953119bologna@macchi-gangemi.com

OFFICES37121 VERONAvia Garibaldi, 17 Tel +39.045.8010911 Fax +39.045.8036516 verona@macchi-gangemi.com

41126 MODENA Strada delle Fornaci, 20 Tel + 39 059 2923203Fax: + 39 059 346651modena@macchi-gangemi.com

75008 PARIGI38, Avenue Hoche Tel +33 (0) 1.53757900 Fax +33 (0) 1.53750015paris@macchi-gangemi.com

SW1Y 4JS LONDON33 St. James’s SquareTel +44 (0) 20 3709 6000 Fax +44 (0) 20 3709 6014london@macchi-gangemi.com