Archives: Areas of activity

Lexsential’s Corporate Team assists clients in domestic, international and cross-border extraordinary transactions, such as:

• sale and acquisition of shares and shareholdings;
• contributions of business and assets;
• corporate mergers and demergers;
• acquisitions and divestitures of companies;
• leveraged buyouts (LBOs) and mergers leveraged buyouts (MLBOs);
• capital increases and reductions;
• investment agreements and joint venture agreements;
• corporate restructuring and/or reorganisation procedures.

The Firm possesses specialised skills and experience to assist clients in preparatory or ancillary activities for extraordinary transactions. This includes tasks such as drafting and negotiating term sheets and confidentiality agreements, letters of intent and/or memoranda of understanding. Additionally, the Firm conducts all legal and tax due diligence activities and handles the preparation and negotiation of transaction documents and associated annexes. Furthermore, the Firm assists in preparing resolutions for Shareholders’ Meeting and Board of Directors, as well as communicating with relevant competition and market authorities to facilitate the implementation of agreements relating to extraordinary transactions.

Commercial contracts

Lexsential professionally assists clients in the negotiation and drafting of, among others, the main commercial contracts, such as:

• distribution;
• sales concession;
• production;
• supply and subcontracting;
• franchising agreements;
• agency;
• mediation;
• business procurement;
• contracts for work or service;
• merchandising;
• sponsorship;
• drafting of general terms and conditions of sale or purchase;
• research and development contracts; and
• licensing agreements and any other type of enterprise contract.

Bankruptcy and Restructuring

In the event of business crises, the Firm provides support to stakeholders within insolvency proceedings, focusing on debt restructuring for distressed companies in pre-bankruptcy and bankruptcy procedures.

The Team aids in turnaround processes, drafting recovery plans – certified pursuant to Article 67 of the Bankruptcy Law – and in the conclusion of debt restructuring agreements pursuant to Article 182-bis of the Bankruptcy Law (with or without tax transactions pursuant to Article 182-ter of the Bankruptcy Law). Additionally, assistance is rendered in compositions with creditors, including blank agreements, as well as in bankruptcy compositions and in negotiations with the banking class and with other creditors.

Tax planning

Lexsential offers its advice and assistance for the care of all fiscal and tax profiles, nationally, internationally and cross-border.

The Tax Team collaborates closely with our expert colleagues in corporate M&A and Banking and Finance, to address every facet of tax law within extraordinary transactions, whether simple or complex, including mergers, acquisitions, or corporate restructuring.

The tax assistance rendered is tailored to companies and groups in order to support ordinary business management activities and extraordinary strategic and organisational choices, such as:

• acquisitions/sales of shareholdings, companies and business branches;
• mergers, demergers, contributions, transformations and liquidations;
• stock market listings, credit securitisations, privatisations and transactions on real estate assets; and
• debt restructuring.

The assistance offered by Lexsential’s Tax Team during the planning phase of financial and corporate structures extends to the reorganisation of group companies and the management of associated tax and corporate obligations. Moreover, the Firm devises optimal solutions to enhance its clients’ legal and tax structures in accordance with regulatory requirements and with the evolution of its business operations.

The tax advantages accessible are examined within the client’s industry and our assistance extends to the stages preceding the finalisation of corporate agreements, including tax due diligence activities.

Our professionals are also experts in incentives for the Industry 4.0 sector and, in particular, in the field of tax credits for research and development, start-ups and innovative SMEs.

Tax advice

The Firm provides advice to deal with tax issues such as:

• transfer pricing operations;
• tax litigation; and
• management of VAT and excise duties.

Companies and groups rely on Lexsential for ongoing tax consultancy services, covering both direct and indirect taxes, as well as financial and real estate taxation.

The Firm’s help and assistance in the tax planning of assets, the establishment of trusts and the management of generational transitions, is also sought by families, family businesses and individuals.

Civil, commercial and corporate litigation experts

The Firm assists companies, shareholders, managers and corporate bodies in any civil, commercial and corporate disputes before all judicial authorities and Specialised Divisions of the Courts and Courts of Appeal (Sezioni Specializzate in materia di impresa dei Tribunali e delle Corti d’Appello) of the country or before independent authorities.

Many of our lawyers dedicated to litigation are qualified to plead cases for clients also before the Supreme Court (Corte di Cassazione).

The cases we typically handle encompass a spectrum, ranging from straightforward matters of contractual and non-contractual liability to intricate disputes spanning various sectors, such as:

• corporate and commercial;
• rights of Intellectual property; and
• banking and finance law.

Lexsential’s professionals assist clients in any disputes arising from shareholder relationships, the liability of directors – in terms of financial statements, accounting and bankruptcy matters – as well as matters pertaining to the attribution and protection of rights over real estate assets. Additionally, our expertise extends to the realms of labour law, administrative and regulatory affairs.

Our litigation experts share their strategies – for dealing with the dispute – with clients as early as the pre-litigation phase.

Civil, corporate and commercial lawsuits, when unavoidable, must be competently dealt with, using every tool available to protect rights. Lexsential’s lawyers support clients by ensuring that they are informed about every step of the process, including specific procedural aspects at all stages of the proceedings, arbitration, or in cases of out-of-court settlement of the dispute.

We believe in alternative dispute resolution (ADR)

Litigation prevention is one of the most effective strategies for protecting clients’ rights. In the event of a conflict, the outcome of the judgment can be directed as early as the pre-litigation phase set-up.

Lexsential’s litigation team boasts great experience – and trust – in ADR tools and accompanies clients in national and international mediations or arbitrations.

Debt recovery and restructuring

Should the client company desire, Lexsential’s litigation team can arrange an effective and organised service for the recovery of non-performing loans, even on a large scale, or utilise their expertise in corporate, banking and finance, to enhance – and subsequently dispose of – them.

Competition is the basis for a healthy market

The Competition Law Team comprises professionals who boast expertise in corporate law, corporate compliance and intellectual property. This diverse expertise enables us to offer clients specific knowledge and experience across various product sectors concerning compliance with antitrust and competition law, both at national and EU level in cases of:

• unfair commercial practices;
• abuse of dominant position; and
• concentrations.

Similarly to other sectors, proactive prevention is the primary best practice in this field. Lexsential’s professionals handle compliance and internal audits for client companies to ensure that corporate commercial activities align with antitrust and competition regulations, thus mitigating potential civil and criminal repercussions.

Lexsential’s experts assist clients in drafting opinions on the subject and provide extrajudicial and judicial assistance regarding competition law matters. This includes matters related to the establishment or protection of joint venture agreements, as well as extraordinary corporate transactions such as mergers, acquisitions and demergers.

More generally, the Firm assists clients in the drafting and negotiation of commercial agreements in numerous market sectors in which they operate.

Competition and industrial property rights issues

The Competition Law Team assists companies by providing support in the drafting and negotiation of agreements relating to the assignment, licensing and granting of the right to use intellectual property rights, while also ensuring compliance with antitrust law. Furthermore, we provide litigation support to clients, particularly in patent disputes, which often intersect with aspects of competition law.

Assistance in the establishment and termination of the employment relationship with the company

The Firm assists companies and stakeholders in the examination and drafting of all types of subordinate, para-subordinate and self-employed employment contracts, and offers related assistance in the management of the employment relationship or collaboration relationship, from their establishment to their termination.

Thanks to their interdisciplinary approach, Lexsential’s professionals have developed specialised expertise in matters pertaining to individual employment contracts across various sectors, encompassing both public and private employment. This expertise spans the full spectrum of individual contracts, ranging from managerial and middle management positions, to clerical, technical and service roles.

Judicial protection in employment law

The Firm assists clients in Italy before the judges of merit, arbitration panels and superior courts (Corti Superiori), as well as in Europe before the Court of Justice.

Our legal assistance to clients extends across various areas, including, by way of example:

• definition of job classifications and duties;
• changes to employment relationships;
• disciplinary proceedings;
• individual and collective redundancies;
• management of accidents at work;
• executives and expatriates;
• collective and company bargaining; drafting of regulations;
• company policies and remote control policy;
• employment relations with Public Administrations;
• discrimination and bullying;
• non-compete agreements;
• diversion of employees and customers;
• agency contracts and relationships;
• verification of the contribution status; and
• appeals against the measures of public and private social security institutions.

Expertise in extraordinary transactions and crisis management

In the event of a merger, acquisition, or sale of a company, including international or cross-border companies, Lexsential’s lawyers manage the establishment of the trade union consultation procedure, employee expatriation, and employment due diligence in coordination with the Company’s financial advisors for extraordinary transactions and its Corporate Team.

Additionally, the Firm provides experience in safeguarding employment law aspects during bankruptcies and insolvency proceedings, such as insinuations to liabilities and applications to the Guarantee Fund (Fondo di Garanzia).

Corporate Compliance and Corporate Criminal Law

Lexsential’s professionals, by leveraging the interdisciplinary expertise within our working groups, assist client companies by providing corporate secretarial services and ensuring compliance. This includes drafting and updating business organisation and management models, such as those provided for by Legislative Decree 231/2001. Our compliance efforts also encompass internal corporate investigation.

The assistance offered by the Corporate Team extends to a wide range of potential liability scenarios related to corporate criminal law, aimed both at preventing and defending against criminal activities in various areas, including:

• banking and finance;
• corporate and bankruptcy law;
• tax, environmental;
• employment;
• public administration;
• the right to information;
• of the so-called “criminal liability of entities” (responsabilità da reato degli enti).

Data protection and IT

The right to privacy and the protection of personal data are a valuable asset also for business activities, whether they concern the data subject, the data controller, or the data processor.

Nonetheless, a valuable asset carries with it higher risks and, thus, greater precaution must be taken to avoid said risks.

The set of principles and rules that guide the processing of personal data in Europe is included in EU Regulation 2016/679 (i.e., the GDPR). The set of rules has redefined the protection of data subjects who are now more exposed due to the use of automated tools for the processing and dissemination of electronic archives and databases for data storage.

The GDPR is supported by national rules and regulatory provisions issued by the Data Protection Authority. These provide additional guidance and obligations for data controllers to ensure proper, transparent and lawful processing of data.

In the field of corporate compliance, alongside that of privacy, the Firm provides its clients with support across various domains of technology law, including:

• cyber-security;
• software development and licensing agreements;
• security of information systems;
• outsourcing of IT services;
• cloud computing;
• liability of Internet service providers (ISPs);
• unfair commercial practices in the field of e-commerce;
• responsibilities of web-service providers; and
• liability aspects of content providers on the internet.

Litigation Experts 

The Firm is characterised by exceptional expertise in intellectual property litigation. 

The IP Team represents clients in cases under the jurisdiction of all judicial and administrative authorities and in arbitration, in particular before: 

• the Specialised Business Divisions of the Courts and Courts of Appeal (Sezioni Specializzate in materia di impresa dei Tribunali e delle Corti d’Appello), the Supreme Court (Corte di Cassazione), the General Court of the European Union and the Court of Justice of the European Union, 
• the Italian Patent and Trademark Office (Ufficio Italiano Brevetti e Marchi), 
• the Board of Appeals (Commissione dei Ricorsi), 
• the EUIPO, 
• the Customs Agency (Agenzia delle Dogane), 
• bodies dedicated to the management of certain types of disputes, such as, for example, the Advertising Self-Regulation Jury (Giurì dell’Autodisciplina Pubblicitaria) and the Design Jury (Giurì del Design). 

The Firm assists clients in intellectual property cases, concerning infringement, invalidity and ascertainment of the ownership of patent rights, trademarks, designs and models, utility models and geographical indications. 

Our experience in litigation extends not only to cases of unfair competition,  of trade secrets and confidential information misappropriation, but also to copyright. 

The IP Team pays specific attention to selecting the best attack and defence strategies thanks to its extensive experience in dealing with cases of high complexity both from substantial and procedural point of view. , We work, when appropriate and necessary, with the best technical and accounting consultants. 

The Firm represents the clients in cross border litigations, manages disputes involving different jurisdictions and in different  types of actions: judicial and administrative cases, preliminary proceedings  or actions on the merits, in front of different authorities, among which - in the patent field - the Unified Patent Court stands out. 

Strong in out-of-court and contractual advice 

The Firm relies on the extensive experience of its lawyers not only to deal with litigation, but also with the most delicate and controversial aspects of intellectual property, including out-of-court matters and contracts drafting. 

The IP Team supports enterprises in preparing legal framework for activities of research and development, in the adoption of policies and best practices aimed at protecting and enhancing innovation, inventions, know-how, trade secrets and confidential information, and in strengthening the application of such policies in the relations with their partners at all levels. 

The Firm assists clients in the various activities of generation, valuation, analysis and exploitation of intangible assets with all kinds of industrial and commercial contracts and in the context of complex corporate transactions such as mergers & acquisitions and assignments of IP rights. 

Lexsential is at the forefront of new technologies and dedicates particular care and expertise to the drafting and negotiation of advanced technology contracts for the solution of problems related to: 

• software; 
• artificial intelligence (AI); 
• Internet of Things (IoT); 
• Cryptocurrency; and 
• blockchain and e-commerce. 

We take care of all aspects of intellectual property protection

Lexsential assists its clients in banking and finance law matters, ranging from the most traditional banking contract issues to the structuring and restructuring of debts with the most innovative formulae of sustainable finance, including self-liquidating and limited recourse.

Our Banking and Finance Team supports lenders and borrowers in leveraged and acquisition finance transactions such as:

• mezzanine, mortgage and unsecured loans;
• debt syndication;
• pass-through credit operations;
• targeted financing;
• so-called “at-risk” loans (“a tutto rischio”); and
• securities lending operations,

and in any other aspect related to the security package and the regulatory profiles of the operations.

Structured Finance

Our Banking and Finance Team professionals have deepened, over years of experience, their expertise in the construction of traditional securitisation transactions and synthetic securitisations of loans and other underlyings (tranched and untranched); ReoCos and covered bonds (pursuant to Italian law no. 130/1999); mini-bonds and other bond issues, including mandatory-convertible bonds and convertible bonds (convertendi e convertibili); high yield instruments and PIK structures; typical and atypical derivatives; shares of investment funds; participative financial instruments and participative subordinated bonds; Contingent Convertible Equity-Linked Securities (CPECs) and Tier 1 Perpetual Equity-Linked Securities (TPECs).

The Firm has supported some of the most active participants in the Milan and London markets, including funds, institutions and investors. Leveraging its reputation built on successful transactions, it offers support in structured products encompassing the entire range of debt instruments and hybrid issues, for all types of underlying assets.

The Banking and Finance Team consists of eleven members spread across Milan and London, actively engaged in national, international and cross-border markets, on a regular basis.