Corporation and Enterprises

Valente Associati GEB Partners offers its own clients – thanks to the vast and in-depth knowledge on the subject-matter acquired over the years by its team of specialized professionals in the area of civil laws matters involving partnerships and joint-stock corporations – assistance in both judicial and extrajudicial matters connected to corporate and corporate-criminal issues, through the drafting of opinions on specific issues, agreements, shareholders’ agreements, and the planning of the best possible defense strategies and representation in civil and criminal law cases at all levels of the competent Courts.
In particular, our “Corporation and Enterprises” team accompanies the client in the following activities:

Management of extraordinary corporate transactions: legal consultancy on extraordinary operations in general (i.e., mergers, de-mergers, contributions, corporate acquisitions/transfers/rentals) as well as leverage buyout, management buyout and restructuring of corporate groups for entities operating in various economic and industrial sectors in Italy and abroad.

Drawing up and negotiating of national and international commercial agreements: analysis of contractual conditions and management of the negotiation phase of agreements, with special reference to deeds of sale of corporate participations, business transfer and rental agreements and lastly, to cooperation agreements between/among enterprises.

Support to the company’s management includes:

  • legal support for the analysis and the definition of business strategies, as well as assistance with regard to any possible development lines of commercial strategies;
  • crafting of the best possible corporate governance models, drawing up of governance and administration agreements as well as drafting of collateral agreements having the purpose to regulate relations between the various interested parties, even outside the company. 

Creation and management of corporate procedures and policies: preparation of documentation to provide a valid support to the relevant operators involved, while minimizing, at the same time, any legal risks the company might incur and simultaneously ensuring compliance with the various applicable rules in force.

Legal opinions:  this activity has the purpose of anticipating any legal/juridical outcomes and/or consequences as well as the validity and effectiveness of the corporate structures and initiatives and of the single texts and contractual clauses:

  • drafting of ad hoc opinions pertaining to specific corporate law issues;
  • drafting of opinions on the validity of specific corporate and inter-company initiatives;
  • drafting of strategic corporate planning.

Corporate due diligence activities:  analyses and investigations to assess companies’ value and conditions in order to avoid any potential detrimental effects, by identifying risk areas and latent or possible critical areas that might ensue:

  • carrying out of due diligence and drafting of the reports relating to legal and/or juridical aspects linked to the operation;
  • drafting of final reports pertaining to the company subject to investigation.

Assistance with the drafting of corporate by-laws:  preliminary study and analysis of the various contractual options aimed at optimizing the costs/benefits ratio and at identifying the best possible corporate legal structure among the ones that are available:

  • preparation of deeds of incorporation and corporate by-laws;
  • drafting of preliminary and pre-contractual documents for the purpose of incorporating companies (term sheets, letters of intent, comfort letters, etc.).

Management of relations between companies belonging to multinational corporations.