STUDIO LEGALE DELFINOE ASSOCIATI WILLKIE FARR … · 2014-03-11 · as well as legal proceedings before Italian courts and the European Court of Justice. The Firm also assists clients

STUDIO LEGALE DELFINO E ASSOCIATIWILLKIE FARR & GALLAGHER LLP

In 2000, the New York law firm Willkie Farr & Gallagher LLP joined the Italian law firm Delfino e Associaticreating Studio Legale Delfino e Associati Willkie Farr & Gallagher LLP.

Their common objective is to be the point of reference for Italian and foreign financial institutions,entrepreneurs and private equity fundsfor both domestic and cross-bordertransactions.


Studio Legale Delfino e AssociatiWillkie Farr & Gallagher LLP

Willkie Farr & Gallagher LLP wasfounded in 1888 in New York.In 1925, the first European office wasopened in Paris and new offices were subsequently opened in London,Frankfurt and Brussels.

The Firm has U.S. offices in New Yorkand Washington (D.C.) and over 600lawyers worldwide.

Internationalization


As part of its European expansion project,Willkie Farr & Gallagher LLP has attractedlawyers and tax advisors of excellentreputation in each country it operates,who appreciate the diversity of domesticlaws and customary practices in various jurisdictions. Thanks to this unique model among the large international law firms,Willkie Farr & Gallagher LLP now operatesin many of the most important Europeanfinancial markets with lawyers and taxadvisors who are not only perfectly integratedin the international structure but also deeplyrooted in their respective territories.

Local Roots

The most important feature of the Firm is its ability to combine the strategic visionof each transaction with the technical/legalrigour of proposed solutions, in a contextwhere international know-how matches consolidated expertise and experience at the national level.

Partners and associates of the Firm have outstanding professional experience and offer clients high quality expertise andimportant networking in Italy and abroad.

Strategic Vision


The Firm’s strength comes from its ability to provide innovative, original and ad hoc solutions, by putting all itsintellectual and professional resources at the clients’ service in order to satisfytheir needs and solve concrete problems in compliance with deontologicalprinciples and professional ethics.

All of the Firm’s lawyers and tax advisorsare able to communicate and work in English and many also in French, Spanish or German.

Creativity

The Firm has consolidated experience in the M&A and Private Equity sectorsand has participated in many of the major transactions carried out in Italy and Europe in recent years.

The Firm frequently assists national and foreign clients in cross-bordertransactions and its lawyers stand out for their professional rigour, team workskills and ability to handle the mostcomplex negotiations.

M&A and Private Equity

:: The Firm’s services cover all phases of M&Atransactions, including preliminary case evaluation,ascertaining the most appropriate corporate and taxstructure, carrying out due diligence, draftingagreements and addressing regulatory issues.

:: In the Private Equity sector, the Firm assists Italianand international funds in making investments anddisinvestments (venture capital, early stage, buy-out,re-leverage and turnaround) and entrepreneurs inconnection with the entry of institutional investors in their companies.

:: Both in M&A and Private Equity transactions, the Firm is also able to assist corporate clients withfinancing of transactions and the implementation of appropriate corporate governance systems.


Approach

The lawyers of the Firm are frequentlyinvolved in public purchase offers and public exchange offers, including“hostile” offers, and have contributed to the Firm’s exceptional expertise and experience in capital markets.

The Firm provides legal and tax assistance in the structuring, negotiating anddrafting of documents necessary for thelisting of companies as well as for anyextraordinary finance transactions.Due to their expertise, the Firm’s lawyers can assist both issuers and coordinatingbanks.

Capital Markets

:: Listings on the MTA and other Italian regulated markets

:: 144A Offers in the United States Private placements of securities

:: Structured and subordinate bonds

:: Public purchase offers of Italian, European and United States companies

:: Issuing structured bonds connected to securitization transactions


Activities

The Firm assists domestic and foreignclients in commercial, corporate,bankruptcy and administrative disputesbefore courts and arbitrators.

In cases where other dispute resolutionprocedures are feasible as an alternative to ordinary court litigation and arbitration,the Firm’s lawyers can offer clients theirextensive experience in mediationand other alternative dispute resolutionprocedures.

Litigation and AlternativeDispute Resolution

:: The Firm assists banks and financial institutions,multinational companies and entrepreneurs in legalproceedings in Italy and abroad.

:: The Firm’s litigation experts are accustomed to working closely with their corporate and financiallaw colleagues within the Firm in order to safeguardthe client's best interests. This inter-departmental collaboration occurs duringthe pre-litigation phase, the preparation formediation activities, the handling of alternativedispute resolution procedures and during settlementnegotiations, with the ultimate objective being a practical and favourable solution for the client.


Strengths

Among the larger Italian law firms,the Firm was one of the first to have a tax department with a group of valuable,high standing tax advisors withlongstanding and extensive experience in assisting Italian and foreign companiesoperating in Italy.

Some of the Firm’s tax advisors also have specific expertise to assist privateclients in protecting and optimizing their personal and business assets.

Tax Law

:: Tax assistance on extraordinary transactions connected to M&A activities (tax structure, due diligence,tax assumptions) or company/group restructuring.

:: Domestic and international tax planning, solutions to tax issues related to transfer pricing and intra-grouptransactions, and optimization of consolidated taxexposure of big groups, including multinationals.

:: Ongoing tax assistance to clients with regard to directand indirect tax exposure; tax opinions and solutions to any tax query and issue; obtaining tax rulings from tax authorities and assisting on foreign tax issues by involving Willkie Farr & Gallagher LLP offices or other local tax advisors.

:: Assistance on any phase and level of tax litigation,preparing requests, briefs, appeals and defences.


Transactions

The Firm has a specialized group of lawyers practising banking and financelaw. In addition to providing assistance to banks for the preparation of loanagreements and related security packages,the Firm makes available to its clientsconsolidated legal and tax experience for structuring and implementing the mostcomplex and innovative structured financetransactions.

Banking and Finance Law

:: In the acquisition finance area, the Firm has acquired expertise in real estate, aeronautical and naval related transactions.

:: In addition to advising on appropriate guarantees,the Firm assists its clients on risk protection productsthrough derivatives (including swap, futures, IRS andhedging agreements).


Specializations

Given the variety and complexity of transactions in which the Firm has been involved, its lawyers have also gained expertise in the following areas


Through its expert lawyers based in theRome, Milan and Brussels offices, the Firmis able to provide legal assistance for anyissue or matter connected to competitionlaw both at the domestic and EC level.The Firm has extensive experience oncases of concentrations, abuse ofdominant position, restrictive tradepractices, State aid and public tenders. Inaddition to coordinating multi-jurisdictionantitrust notices of merger transactionsand reviewing related agreements, theFirm assists clients in both administrativeprocedures before the Italian AntitrustAuthority and the European Commission,as well as legal proceedings before Italiancourts and the European Court of Justice.The Firm also assists clients with respectto regulatory issues, in particular thoseinvolving the energy and utilities sectors.

In the real estate sector, the Firm assists investors in financing real estatedevelopment, re-qualification andmanagement projects. The Firm provides comprehensive serviceto clients by assisting in all phases of negotiations, including negotiatingagreements with public authorities. TheFirm has been involved in cross-bordertransactions and has gained significantexperience in asset-backed securities.

The Firm also has experience in RealEstate Investment Trusts and Listed RealEstate Investment Companies (SIIQ - Società di InvestimentoImmobiliare Quotate).

Antitrust & EC Law Real Estate

The Firm assists primary Italian and international credit institutions,financial intermediaries and insurancecompanies on banking and financematters. Over the years, the Firm has also gained extensive experiencehandling a variety of regulatory issues.

The Firm liaises frequently withregulatory authorities and is able to compliment its banking and financeexperience with assistance on bothadministrative and commercial lawaspects.

The Firm has been successfully involved in important Italian and international debt restructuring and business restructuring projects. In such projects, the Firm has liaised, in accordance with clients’ needs, withexpert advisors having experience onlocal court practices.

On an international level, Willkie Farr & Gallagher LLP is well known for its excellent reputation on businessrestructuring and reorganizationtransactions.

Our lawyers also assist creditors andinvestors who have insolvent companiesas counterparties.

Finance, Insurance and Banking Regulation

Insolvency and BusinessRestructuring Procedures


The Firm has an active practice assistinghigh net-worth individuals and familiesprotect and optimize their assets,including family businesses.

Our lawyers are part of the PrivateClients Group of Willkie Farr & GallagherLLP and include common law lawyers,who have extensive knowledge of trustlaws and significant experience in thestructuring and functioning of trustsoperating in Italy, as well as tax advisorswith expertise in this specific sector.

The Firm also has specific expertise in legal and tax aspects pertaining to the planning and formation of assetprotection structures and the transfer of enterprises, including advising on issues related to the tax-efficienttransfer of family businesses from one generation to another.

Our expert labour lawyers assist clientson labour law and social security issues,both in litigation and non-litigationcases, which arise during the day to dayactivities carried out by companies or in connection with business transfers,acquisition of companies and corporaterestructuring transactions. By liaising closely with the Firm’s taxadvisors, labour law and social securityissues are addressed from a tax exposureperspective as well.

Given the Firm’s private equity expertiseand experience, our lawyers and taxadvisors can also offer specific expertiseon special remunerations plans, such asstock option plans.

Labour LawTrusts and Estate Planning

The Firm can assist clients onenvironmental and work safety issuesthat arise in connection with both M&Atransactions and ordinary businessactivities.

In particular, the Firm has gained specific expertise in handling companies’environmental emission quotas.

The Firm assists Italian and multinationalclients on intellectual and industrialproperty matters covering a wide rangeof products including: IT, fashion,electronics, publishing, pharmaceuticalsand bio-technologies.

Our lawyers have extensive expertiseand experience advising and negotiatingagreements covering licences oftrademarks, patents, know-how andsoftware, as well as transfer, in variousways, of trademarks and patents.

The Firm’s lawyers can also assist clientsin industrial and intellectual propertyrights infringement proceedings,including cases of parallel importationinfringements.

Environment Intellectual Property


The Firm assists leading telecommunicationand multi-media operators interface withthe national TelecommunicationsAuthority (AGCOM - Autorità GaranteDelle Telecomunicazioni), Ministry ofCommunications and products providers,by advising on and handling allregulatory aspects, obtaining requiredlicences and authorizations, and draftingand negotiating relevant agreements.Our expert lawyers also assist multi-mediaoperators on audiovisual productionscovering all aspects of the transaction,including financing and implementationof productions phases, and commercialexploitation through any means (cinema,television, home video and internet) inItaly and abroad. In this area, the Firmalso assists clients on productionadvertising and sponsoring phases andliaises with public authorities, banks,trade unions and industrial associationsoperating in the multi-media sector.

The Firm can provide innovative andeffective solutions to issues pertaining to investment and development projectsfor the energy and gas sector, includingany regulatory, administrative andcommercial law related issues, projectfinancing and other associated issues.

The Firm has gained extensiveexperience in the energy and gas sectorby interacting with regulatoryauthorities and assisting major domesticand international producers and distributors, as well as assistinginvestment funds, banks and sponsors.

Our lawyers’ specific expertise in thissector also covers mechanisms designedto incentivize efficient energy.

EnergyTelecommunications and Media

Italian OfficesVia di Ripetta, 14200186 Romatel: + 39 06 68 63 61fax: + 39 06 68 63 63 63

Via Michele Barozzi, 220122 Milanotel: + 39 02 76 36 31fax: + 39 02 76 36 36 36

ROMEMILAN

Willkie Farr & Gallagher LLP OfficesBRUXELLES FRANKFURT LONDON NEW YORK PARIS WASHINGTON (D.C.)

www.willkie.com [email protected]

Editorial concept PMSGraphic concept Laura FerriccioliPhotos: Corbis, Getty, ICP, Marka

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STUDIO LEGALE DELFINOE ASSOCIATI WILLKIE FARR … · 2014-03-11 · as well as legal proceedings before Italian courts and the European Court of Justice. The Firm also assists clients