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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 [email protected]
20122 MILANVia G. Serbelloni, 4Phone +39.02.763281Fax [email protected]
40121 BOLOGNAVia Calcavinazzi, 1/dPhone +39 051 0953112Fax +39 051 [email protected]
OFFICES37121 VERONAvia Garibaldi, 17 Tel +39.045.8010911 Fax +39.045.8036516 [email protected]
41126 MODENA Strada delle Fornaci, 20 Tel + 39 059 2923203Fax: + 39 059 [email protected]
75008 PARIGI38, Avenue Hoche Tel +33 (0) 1.53757900 Fax +33 (0) [email protected]
SW1Y 4JS LONDON33 St. James’s SquareTel +44 (0) 20 3709 6000 Fax +44 (0) 20 3709 [email protected]