Mergers and acquisitions
Corporate
In today's competitive global markets, our corporate clients need carefully crafted, bespoke legal advice.
Our global team of corporate lawyers has the depth and diversity of knowledge to advise on issues that arise over the entire life cycle of a company, from securing investment, to structuring executive pay, to completing mergers and acquisitions.
We excel at working with corporate clients both large and small, nascent and long-established, and domestic and international. With our extensive experience in private capital, as well as advising on the personal and corporate issues we can also find solutions to thorny regulatory problems and advise on day-to-day operations. In a typical year we will be involved in projects worth more than US$5B across industries such as hotels and hospitality, life sciences, technology, real estate, luxury brands, and banking and finance.
Our focus
Our global team of corporate lawyers combines several complementary areas of high-level experience, having represented hundreds of private companies, individuals and investors as well as over 100 public companies. Our clients include private and family-owned businesses, start-ups, family offices, successful individuals and families, philanthropists, funds, asset managers and investment managers, founders and entrepreneurs, private banks and financial institutions.
Our advice enables our clients to make the best decisions on how to protect, evolve and grow their private capital.
We use our international outlook, our network of offices on three continents and our intimate understanding of our clients’ commercial interests and personal motivators to support them beyond an immediate need or ask.
We understand the unique legal issues surrounding the deployment of private capital. This can range from investment, structuring and control of cross-border investments to the corporate and personal tax issues created. As a full-service firm, we are able to call on leading colleagues from other areas of business law such as corporate tax, litigation, real estate, immigration and wealth management to handle all your corporate needs under one roof.
Whether we’re helping a Japanese fund to invest in a San Francisco cryptocurrency start-up or advising an Indian education entrepreneur in the acquisition of a stand-alone international school in Singapore, we put our worldwide corporate law knowledge to work for our clients.
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23 February 2022 - Firm News
Withers represents The Venue Group (tvg hospitality) in $50m fund-raising and restructuring
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15 July 2021 - Article

07 May 2021 - Podcast
International impact investor, Mark Cheng, talks social entrepreneurship, business model innovation and purpose
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05 June 2020 - Article

08 March 2021 - Article
Withers has worked closely with various functions within the committee and alongside the legal team to ensure all legal requirements for the first European games have been met in a timely and efficient manner.
As one of the largest charities in the UK, we have complex and varied needs for legal advice. The scale and experience of the Withers’ team means that they understand the culture of our organisation and their approach is ethical, commercial and pragmatic, with impressive service delivery.
The excellent and practical advice provided by the team at Withers KhattarWong has led to an extremely favourable result. The transaction involved substantial complexities which were smoothly navigated by the team. This is a testament to the team’s technical strength and robust network of expertise.
Our long established relationship between LNPB and Withers, especially through Luca Ferrari’s knowledge, has been a decisive factor in LNPB’s birth and growth.
Football management is a high pressure job. Luca and his team help by taking care of all the legal aspects, leaving me to concentrate on what I do best.
I have always found their style and approach to be thoughtful, insightful, effective and efficient with the experience to provide the highest level of legal service allowing us to make informed decisions.
As my long standing global legal counsel, Withers are a fundamental part of my team. Their advice has been far-ranging in many instances across the spectrum of my tennis and commercial interests.
They have been instrumental in protecting our business interests and their professionalism, availability and attention to detail, as well as the quality of response, have always impressed us.
Withers has given us expert guidance on a wide range of issues, and always looks to the bigger picture of our work when formulating their advice. The firm’s lawyers are consistently helpful and responsive when dealing with us.
The remarkably informed team at Withers are very knowledgeable, technically sound, resourceful and understand the clients’ needs and concerns.
We are impressed with the insightful and efficient advice provided by Withers KhattarWong. They have a keen sense of Indonesian cross-border projects and combined with a strong understanding of Chinese parties, they provided pragmatic and well-thought-out solutions.
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Track record
DieselReboot by Diesel
Withers is proud to have represented global Italian retailer Diesel during the launch of their reinventive new brand DieselReboot. During the launch, Withers worked alongside Diesel's newly appointed artistic director Nicola Formichetti and advised on the brand's new aims to 'rediscover and reactive the DNA of Diesel'.
Max Mara - Jennifer Garner campaign
Italian fashion house Max Mara has a long history of designing luxury couture clothing and has a strong reputation as one of the world's top fashion brands. When their latest campaign involved offering American screen actress Jennifer Garner the opportunity to be the face of their new sunglasses range, Withers was there to assist and provide advice for the agreement.
Renault Group & Gravity Motorsports S.a.r.l.
A computer component manufacturer
A leading global computer component manufacturer with operations around the world, including the US, Singapore and China contacted Withers when it needed to carry out a major worldwide restructuring. Our team has lawyers across many jurisdictions and was glad to advise on issues of anti-expatriation, earnings stripping and transfer pricing.
Software entrepreneurs
When the founders of a highly successful software company decided to sell the business to one of the world's largest equity houses, Withers was on hand to make sure the deal ran smoothly. We devised a tax-efficient exit for the founders and reduced their exposure to any future disputes, should they arise. Since the deal was completed, the founders have also come to us when they wanted to reinvest the sale proceeds into new ventures.
A financial services company
Withers was called in when the partners of a large financial services company needed to review its structure and convert to a limited liability partnership. Our team undertook a detailed review of the business and its assets. We then advised on a fresh strategy, taking into account the personal tax profiles of the partners, relevant regulatory issues and risk management. We also helped with succession planning and the company's future goals.
A UK investment manager
A leading Italian company
We acted for a leading manufacturer of explosives and specialty chemicals in a long-running dispute over the design rights to multiple warhead systems. In an unusual case, the court had to assess the impact of the alleged infringers’ mental capacity when deciding whether their alleged acts amounted to infringement under the law.
Europa Investimenti
Europa Investimenti and its subsidiary Cose Belle d'Italia have a long-standing track record of success in investment and financial transaction facilitation. When Europa Investimenti embarked on an acquisition of the controlling share in luxury yacht manufacturer Apreamare, Withers offered facilitation and advice for the purchase.
A Singaporean company
Our global reach is particularly helpful to us when acting for clients with international interests, as when we helped a Singapore-based client to enforce its intellectual property rights in the Netherlands. Our client had been subject to false allegations by its Dutch counterpart of IP infringement, which we were able to refute.
OMV Petrom
An Azerbaijani-owned company
Increasingly, we are called upon to represent corporate clients in international arbitration. For example we acted at the London Court of International Arbitration (LCIA) on behalf of a subsidiary of an Azerbaijani company that was in dispute with a conglomerate of Israeli companies over a joint venture agreement. The case related to a license to drill oil just off the coast of Israel.
A Russian holding company
We acted on behalf of the holding company and shareholders behind one of the largest conglomerates of heavy industrial companies in Russia. The company was in dispute with a bank over the basis of a loan the bank had given it. The complex legal proceedings included an LCIA arbitration in London, anti-suit injunctions and injunctions in the Netherlands.
A luxury yacht builder
Chief financial officer of software firm
A New York financial services company
At Withers we like a challenge, so it is always pleasing to be presented with complex cases such as a reverse triangular merger on which we were instructed by a client that held extensive real estate in New York City and Long Island. Our client wished to transfer stock in the merger, and requested advice on shareholder liability as well as the state and city real estate taxes.
The CEO of a globally recognized jewelry brand
A tobacco company CEO
Successful financial services senior executive
Withers was called on to act for a well-known managing partner of an international investment firm when his reputation was under threat. Our robust approach to reputation management prevented the filing of false statements in a form U-5 (Uniform Termination Notice for Securities Industry Registration) that would have had a detrimental effect on his future career and earnings.
A European investment advisor
A European-based investment advisor approached Withers for advice on structuring its worldwide operations and other issues in the US. Because of our in-depth of knowledge of international markets, we were able to help with US withholding obligations as well as reporting obligations for US customers and accounts.
Thor Equities and Invesco
Via della Spiga 26 is a beautiful building in the 'golden triangle' of Milan, housing Dolce & Gabbana's flagship store as well as the offices of Tiffany & Co. We helped Thor Equities and Invesco to acquire the site, negotiating with a family who had held the property for generations and were initially locked in dispute between themselves. Our clients and the vendors were grateful for our help in brokering what had seemed an impossible deal.
A new global members' club
We are currently helping a new entity that is establishing a worldwide private members' club to include up to 65 five-star properties worldwide. We began by assisting on the debt financing with a bulge bracket lender. With locations expected to include Scotland, England, New Zealand, the US and the Caribbean, there are also numerous property deals in the works and we are negotiating management contracts to run the clubs.
Renault Group's acquisition of Lotus F1
Our London, Milan, Hong Kong and Singapore teams assisted Renault Group on the acquisition of Lotus F1 and its €1.5 billion investment in motorsport and technology. Renault extricated itself from engine supply agreements with F1 teams Red Bull and Toro Rosso, before embarking on the Lotus deal. The process took over nine months and involved staving off Lotus's multiple creditors, who were intent on putting the group into administration thereby saving Lotus's 512 skilled workforce from redundancy. Our corporate and insolvency teams achieved the unprecedented feat of adjourning four consecutive winding up petitions in court over the course of six months. This process added intense pressure to the deal, which was already complicated by the multi-party negotiations involving Mr Bernie Ecclestone, CVC, FIA, principal sponsors of Lotus, incoming and outgoing drivers of Lotus F1 as well as the outgoing minority shareholder of Lotus F1.
Swiss-based family office in a corporate control contest
We represented a Swiss-based family office in a corporate control contest involving a California-based US$500 million private company in the coatings business. The company has an independent Board of Directors and is owned by three significant minority owners and widely dispersed current and former employees. Our work involved M&A, corporate governance, finance, complex contracts, tax and offensive corporate litigation. We drew on our New Haven, Greenwich and Los Angeles lawyers and implemented a partial contingent billing arrangement.
California–based recreational vehicle company
Our US corporate, corporate tax and wealth planning groups worked to close this deal, which included a purchase price allocation for personal goodwill and post-closing installment payments under promissory notes, secured by underlying shares subject to a voting agreement. The deal pay-out also included employment arrangements, insurance-related payments and a potential dividend payment.
Public junior gold mining company in a transformational recapitalization
Acted for a public junior gold mining company in a transformational recapitalization (forcing the conversion of preferred stock and amending the terms of a joint venture to reduce the company's remaining obligations) that created a significantly more efficient capital structure and improved the company's liquidity.
Strategic acquisition for high frequency trader
Japanese electronics company in acquisition of intellectual property estate
Sale of a majority stake in a French joint venture
Licensing of a new pharmaceutical drug product
Semiconductor corporate restructure
Newlat acquisition of Kraft Heinz’s production plant
The Newlat Group is one of the top ten players in the Italian food sector, with a turnover exceeding US$355 million. Its business is focused on milk and wheat-based products, with an existing base of 11 production plants. We advised Newlat on the acquisition of Kraft Heinz’s Italian infant food and nutraceuticals production plant. The Parma plant owned by US food giant Kraft Heinz, produces the well-known Plasmon biscuits as well as pasta, liquid milk, dry milk and cereals, among other products. The deal included an arrangement for Newlat to manufacture infant milks and nutrition products including Kraft Heinz owned products.
Astelit, Ukrainian telecommunications
Reorganization of a leading Californian pharmaceutical company
Biotech/healthcare merger and acquisition
Acquisition of the U.S. subsidiary of a U.K. pharmaceutical company
Major Brazilian real estate investor
Assisted a major Brazilian real estate investor to immigrate to the US, start a new business, acquire US real estate and reorganize his Brazilian and offshore investments. This involved obtaining a new passport and visas, international tax and corporate structuring, real estate advice and business planning.
AAM Advisory
The purchase of issued ordinary capital of SMRT Corporation Ltd
Withers acted for a subsidiary of Temasek Holdings in relation to its offer to purchase all of the issued ordinary capital of SMRT Corporation Ltd not held by Temasek Holdings, which resulted in a delisting of SMRT Corporation Ltd. The transaction was complex as it was initiated and launched in a very short period of time following an announcement of a corporate restructuring of the target and was conducted by way of a scheme of arrangement which is a court-sanctioned process. We advised the client in its entirety, including the structuring of the transaction, the terms of the acquisition, liaising and dealing with the Singapore Exchange, the Securities Industry Council, coordination on the court process, and the delisting.
General offer for Eu Yan Sang International Ltd
Withers acted for the client, as a member of a consortium, in making a general offer for Eu Yan Sang International Ltd., a then-Main Board listed company. The transaction was complex as it involved many different parties and the transaction was effected as part of a consortium. We advised the client on the structuring of the transaction, the consortium agreement, and worked with the offeror counsel on the terms of the acquisition.
Acquisition of a majority stake in the Hong Kong subsidiary of an independent British brand
Product brands joint venture
Disposal of entire issued share capital and assignment of shareholder’s loan to Baldric Investments Limited
We represented a real estate company specializing in residential, hotel/serviced apartments, retail, industrial, and office premium properties in Hong Kong and Shanghai, in relation to the disposal of the entire issued share capital and assignment of shareholder’s loan of Bentley Investments Limited holding a whole block of prestigious building in the southern part of Hong Kong Island known as No. 3 South Bay Close to Baldric Investments Limited, a subsidiary of National Electronics Holdings Limited. This matter is regarded as a major transaction under the Listing Rules of the Hong Kong Stock Exchange and the consideration is around HK$668 million.
British perfume house's expansion in Asia-Pacific
Acquisition of a Shenzhen apparel business and joint venture
Acquisition of a Malaysian company for RM120 million
Capital raising, shareholders agreements, fund documents and various property investments for Pro-Invest
Sale of the South Beach Diet brand to MidOcean Partners
Acquisition of the minority shareholding in Australian pharmaceutical company
Ladbrokes acquisition of bookmaker.com
Start-up project investments in China
Jiangsu Changjiang Electronics Technology pre-conditional voluntary general offer for STATS ChipPAC
We acted as joint-lead deal counsel for Jiangsu Changjiang Electronics Technology advising on multiple aspects of a US$780 million (SG$1.03 billion) pre-conditional voluntary general offer for STATS ChipPAC (including financing arrangements). This transaction won the Asian Legal Business SE Asia Law Awards 2016 Asset and Corporate Finance Deal of the Year and the Singapore Business Review Business Ranking Awards 2015 Deal of the Year.
China Precision Technology acquisition of MAHK Co. Ltd
We acted for China Precision Technology’s proposed acquisition of MAHK Co. Ltd, a Japanese corporation that is currently undergoing civil rehabilitation proceedings in Tokyo, Japan. Ningbo Sunrise Electronics Co. Ltd (“NB Sunrise”), a wholly-owned subsidiary of China Precision Technology (“China Precision”), entered into a conditional Business Transfer Agreement with MAHK Co. Ltd, to acquire certain of its business and assets. The consideration for the proposed acquisition was ¥900 million (equivalent to approximately SG$13,680,000) and the completion of the acquisition was subject to approval by shareholders of the Company.
US$17 million fund raising for Vietnamese technology start-up fund
Spanish fund of funds deal
Ukrainian company bond issue
Chilean investment in gold producer
VetLimited acquisition of five veterinary clinics
Assisted five Italian companies which owned veterinary clinics in the sale of 100% of their shares to VetPartners, an English private equity fund, which recently took over 380 veterinary clinics in the UK. We negotiated the management agreements between the target companies and each of the former owners who became the medical directors of the clinics.
VetLimited acquisition of five veterinary clinics
Assisted five Italian companies which owned veterinary clinics in the sale of 100% of their shares to VetPartners, an English private equity fund, which recently took over 380 veterinary clinics in the UK. We negotiated the management agreements between the target companies and each of the former owners who became the medical directors of the clinics.
Recornea investment round by Enterpreneur First LP
Recornea investment round by Enterpreneur First LP
Officine Mak purchase of development area
Assisted property developer, Officine Mak, in a transaction aimed at the acquisition of an area situated in Paullo (Milan), which our client wishes to develop. The transaction involved the purchase of two receivables from Banco BPM, which were secured by two mortgages over the target area, and the purchase from Lombardini Holding (the parent company) of the quotas of the two companies which own the area.
StartupBootcamp regular assistance
Working on a regular basis in partnership with StartupBootcamp to promote their acceleration program in Italy focused on fashion tech start-ups. He assisted StartupBootcamp in setting up the company which will produce and run the accelerator program in Italy, setting up the holding company that will hold stakes in over 20 fashion startups and drafting all the agreements necessary to finalise and implement their corporate structure.
Chatsim Srl sale of the company's shares to Wireless Logic Ltd
Assisted the shareholders of Things Mobile Srl/Chatsim Srl, a global provider of IoT connectivity services (Internet of Things), in relation to the sale of 100% of the shares of the company to Wireless Logic Ltd, an English company. The shareholders are based both in Italy and Luxembourg. Our assistance included the drafting of the Share Purchase Agreement and the ancillary documentation (manager agreements, etc).
Chatsim Srl sale of the company's shares to Wireless Logic Ltd
Assisted the shareholders of Things Mobile Srl/Chatsim Srl, a global provider of IoT connectivity services (Internet of Things), in relation to the sale of 100% of the shares of the company to Wireless Logic Ltd, an English company. The shareholders are based both in Italy and Luxembourg. Our assistance included the drafting of the Share Purchase Agreement and the ancillary documentation (manager agreements, etc).
Chatsim Srl sale of the company's shares to Wireless Logic Ltd
Assisted the shareholders of Things Mobile Srl/Chatsim Srl, a global provider of IoT connectivity services (Internet of Things), in relation to the sale of 100% of the shares of the company to Wireless Logic Ltd, an English company. The shareholders are based both in Italy and Luxembourg. Our assistance included the drafting of the Share Purchase Agreement and the ancillary documentation (manager agreements, etc).
SBC FashionTech 1921 Srl investment round with two investors
Assisted SBC FashionTech 1921 Srl, a fashion tech start-up accelerator, and their existing shareholders, in a new investment round. SBC resolved a share capital increase in order to allow two new investors - Azimut Libera Impresa SGR, on behalf of the fund Azimut Digitech Fund, and Gellify - to acquire a shareholding in the company. We also advised on the capital increase and the review of the existing shareholders' agreement.
Italian holding company partial sale to technology sector player
Assisted the sole shareholder and director of an Italian holding company, in the partial sale of the company to an industrial player active in the technology sector. After completion, the seller will maintain its operational role as manager of the group. In addition to negotiating and drafting the documentation of the SPA, we are also dealing with the other ancillary documents, such as the management agreement and the shareholders' agreement. Since the holding company owns shares in several subsidiaries across the world, we are also advising on various aspects related to the service agreements in these jurisdictions.
Italian holding company partial sale to technology sector player
Assisted the sole shareholder and director of an Italian holding company, in the partial sale of the company to an industrial player active in the technology sector. After completion, the seller will maintain its operational role as manager of the group. In addition to negotiating and drafting the documentation of the SPA, we are also dealing with the other ancillary documents, such as the management agreement and the shareholders' agreement. Since the holding company owns shares in several subsidiaries across the world, we are also advising on various aspects related to the service agreements in these jurisdictions.
Italian holding company partial sale to technology sector player
Assisted the sole shareholder and director of an Italian holding company, in the partial sale of the company to an industrial player active in the technology sector. After completion, the seller will maintain its operational role as manager of the group. In addition to negotiating and drafting the documentation of the SPA, we are also dealing with the other ancillary documents, such as the management agreement and the shareholders' agreement. Since the holding company owns shares in several subsidiaries across the world, we are also advising on various aspects related to the service agreements in these jurisdictions.
Italian holding company partial sale to technology sector player
Assisted the sole shareholder and director of an Italian holding company, in the partial sale of the company to an industrial player active in the technology sector. After completion, the seller will maintain its operational role as manager of the group. In addition to negotiating and drafting the documentation of the SPA, we are also dealing with the other ancillary documents, such as the management agreement and the shareholders' agreement. Since the holding company owns shares in several subsidiaries across the world, we are also advising on various aspects related to the service agreements in these jurisdictions.
Leisure sector start-up capital increase
Wine producer replacement of minority shareholder
Assisted a wine producer in connection with the possible replacement of the minority shareholder of its subsidiary. Our advice included: negotiation of the buyback of the shareholding from the minority shareholder (a private equity fund based in Luxembourg), negotiation with the potential new investors, drafting and preparation of the new shareholders' agreement with the new investor and drafting of the ancillary agreements (e.g. distribution agreements with wineries out of the transaction perimeter).
Italian company buyout by shareholder
Advised one of the shareholders (and manager) of an Italian company, leader in the sale and distribution of forklifts and cranes, in a family buy out of the group (re: purchase by the manager of all shareholdings held by his family members in the group). In addition, we advised the company in the acquisition of a competitor in the truck-lifts industry. We are now advising the shareholders of the company in the sale of the majority shareholding to a French private equity fund. This includes the drafting and negotiation of the sale and purchase agreement, the new shareholders' agreement and the ancillary documentation (i.e. new bylaws; manager agreements etc).
Italian company buyout by shareholder
Advised one of the shareholders (and manager) of an Italian company, leader in the sale and distribution of forklifts and cranes, in a family buy out of the group (re: purchase by the manager of all shareholdings held by his family members in the group). In addition, we advised the company in the acquisition of a competitor in the truck-lifts industry. We are now advising the shareholders of the company in the sale of the majority shareholding to a French private equity fund. This includes the drafting and negotiation of the sale and purchase agreement, the new shareholders' agreement and the ancillary documentation (i.e. new bylaws; manager agreements etc).
PFTE italian company acquiring the majority shareholdings of two companies within the industry
Advised an Italian company leader in the PTFE industry (plastic polymers) in connection with its acquisition of: the majority shareholding of a Dutch company operating in the PTFE industry and the majority shareholding an Italian company leader in the production of tubes, especially for the automotive industry. We are coordinating the legal due diligence and the negotiations with the sellers. Our assistance covers the drafting and negotiation of the sale and purchase agreements, the new shareholders' agreements and the ancillary documentation (i.e. new bylaws; manager agreements etc).
PFTE italian company acquiring the majority shareholdings of two companies within the industry
Advised an Italian company leader in the PTFE industry (plastic polymers) in connection with its acquisition of: the majority shareholding of a Dutch company operating in the PTFE industry and the majority shareholding an Italian company leader in the production of tubes, especially for the automotive industry. We are coordinating the legal due diligence and the negotiations with the sellers. Our assistance covers the drafting and negotiation of the sale and purchase agreements, the new shareholders' agreements and the ancillary documentation (i.e. new bylaws; manager agreements etc).
Horacio Pagani SpA partnership with Saudi Arabia's Public Investment Fund
Represented Horacio Pagani SpA, a leader in the supercar market, on a strategic partnership with Saudi Arabia's Public Investment Fund (PIF), one of the largest sovereign funds in the world.<br /> The agreement includes a long-term investment by PIF as part of the ambitious Saudi Vision 2030 investment project. The completion of the partnership, still subject to the fulfilment of some conditions, will lead PIF to acquire a minority stake in the group Pagani. Horacio Pagani will maintain the control of the company and the central role of CEO and Chief Designer Officer of the Modena group.
Horacio Pagani SpA partnership with Saudi Arabia's Public Investment Fund
"Represented Horacio Pagani SpA, a leader in the supercar market, on a strategic partnership with Saudi Arabia's Public Investment Fund (PIF), one of the largest sovereign funds in the world.<br /> The agreement includes a long-term investment by PIF as part of the ambitious Saudi Vision 2030 investment project. The completion of the partnership, still subject to the fulfilment of some conditions, will lead PIF to acquire a minority stake in the group Pagani. Horacio Pagani will maintain the control of the company and the central role of CEO and Chief Designer Officer of the Modena group."
Investment management firm setting up a subsidiary and relocation to Italy of key partners and employees
Assisted an important Investment management firm in the setting up of an Italian sub-advisory company, analysing the main tax, legal and regulatory issues connected with the new entity. The transaction also involved UK-Italy cross-border issues and the review of the Group's advisory agreements.<br /> <br /> In addition, we have assisted the Group in the relocation to Italy of some of their key partners and employees under different tax regimes. To such end, we reviewed the Group structure and created tailor-made solutions for each of the key managers, which also entailed the creation of foreign companies for the performance of their international activities.
Investment management firm setting up a subsidiary and relocation to Italy of key partners and employees
Assisted an important Investment management firm in the setting up of an Italian sub-advisory company, analysing the main tax, legal and regulatory issues connected with the new entity. The transaction also involved UK-Italy cross-border issues and the review of the Group's advisory agreements.<br /> <br /> In addition, we have assisted the Group in the relocation to Italy of some of their key partners and employees under different tax regimes. To such end, we reviewed the Group structure and created tailor-made solutions for each of the key managers, which also entailed the creation of foreign companies for the performance of their international activities.
Investment management firm setting up a subsidiary and relocation to Italy of key partners and employees
Assisted an important Investment management firm in the setting up of an Italian sub-advisory company, analysing the main tax, legal and regulatory issues connected with the new entity. The transaction also involved UK-Italy cross-border issues and the review of the Group's advisory agreements.<br /> <br /> In addition, we have assisted the Group in the relocation to Italy of some of their key partners and employees under different tax regimes. To such end, we reviewed the Group structure and created tailor-made solutions for each of the key managers, which also entailed the creation of foreign companies for the performance of their international activities.
Investment management firm setting up a subsidiary and relocation to Italy of key partners and employees
Assisted an important Investment management firm in the setting up of an Italian sub-advisory company, analysing the main tax, legal and regulatory issues connected with the new entity. The transaction also involved UK-Italy cross-border issues and the review of the Group's advisory agreements.<br /> <br /> In addition, we have assisted the Group in the relocation to Italy of some of their key partners and employees under different tax regimes. To such end, we reviewed the Group structure and created tailor-made solutions for each of the key managers, which also entailed the creation of foreign companies for the performance of their international activities.
International music bands review of corporate structure and management contracts as well as a band's member relocation to Italy
International music bands review of corporate structure and management contracts as well as a band's member relocation to Italy
Planning and restructuring of an Italian wine producer group
Assisted the majority shareholder of one of the most prestigious Italian wine producers with the planning and restructuring of their Group, which entails corporate governance and share ownership aspects, as well as an inheritance perspective. There are considerable real assets involved. Our advice focuses mainly on the drafting and implementing of a framework agreement and ancillary documents, such as a complex shareholders agreement
Family-owned group reorganisation and ownership transition
Assisted a family-owned group leader in the collection and processing of grains and oil seeds for foods, animal feeds and industrial use with the reorganisation of the parent company and its Italian and foreign subsidiaries as well as on a complex project related to the generational transition of the group ownership and governance, which comprises several company, tax and inheritance law aspects. The project entailed the intra group transfer of a major real estate asset and a cross border de-merger of two Romanian subsidiaries.
Wealth planning and intergerational ownership transfer
Assisted the family of one of the founders of an important Italian group which operates in the field of complex infrastructure works, both road and railways, in planning the transfer of the Group – which is still exclusively in their hands – to their children. The corporate and private client team worked together to create a wealth planning solution which takes into account the complex needs of a family business whose revenues are worth over €1 billion. The project also includes the assistance with the relocation of some family members to Switzerland and the incorporation of a Swiss company to provide consultancy services to the Group.
Wealth planning and intergerational ownership transfer
Assisted the family of one of the founders of an important Italian group which operates in the field of complex infrastructure works, both road and railways, in planning the transfer of the Group – which is still exclusively in their hands – to their children. The corporate and private client team worked together to create a wealth planning solution which takes into account the complex needs of a family business whose revenues are worth over €1 billion. The project also includes the assistance with the relocation of some family members to Switzerland and the incorporation of a Swiss company to provide consultancy services to the Group.
Intergenerational ownership transfer
Arranging design development contracts for hotels and concept stores
Assisted one of the world's most famous manufacturers and designers of hyper cars and a longstanding client of the firm with ongoing commercial and corporate legal assistance, coordinating their legal work in Italy and in the other jurisdictions where they operate. The client wishes to expand into new markets such as interior design. In this recent project, we assisted them with arranging design development contracts for hotels and concept stores in collaboration with a well-known Italian architectural firm.
Foundation reorganisation project
ClubDeal capital increase
Assisted Clubdeal SpA, a crowd-funding platform which provides investment opportunities to high net worth individuals (including investments in scale-ups), with their capital increase. The purpose of the transaction was twofold: a) widen the company's cap table in order to enable more high net worth individuals to invest in the company, thus enhancing the client's network; b) make the financial structure of the company more robust so that more funds are available for investments in start-ups. Our advice involved drafting the preliminary documents for the shareholders' meeting and adjusting the cap table for the company.
Corporate governance, review of cross-border tax issues and planning for the setting up of foreign trusts.
Assisted the top management of a Group, an Italian leader in designing, installing, operating and maintaining complex technological systems for public and private buildings, on the main tax aspects concerning the remuneration of the managers/directors also through the use of complex inter-company mechanisms. We also advised the shareholders of the Holding company controlling the group in planning the incorporation of their respective family holding entities (e.g., companies, trusts) with a view to the transfer of substantial shareholdings to their descendants. <br /> <br /> The solution also included sophisticated corporate governance instruments, the review of cross-border tax issues as well as the planning for the setting up of foreign trusts.
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