De Berti Jacchia assisted SogeMi S.p.A., the company that manages the Agri-Food Market and Neighborhood Markets on behalf of the Municipality of Milan, in connection with the redevelopment of the municipal market on Via Rombon, in Milan’s Lambrate district.

The initiative is part of the broader “Neighborhood Markets” project launched by the Municipality of Milan and entrusted to Sogemi, which envisages the redevelopment of 15 market buildings and an investment plan of approximately €25 million.

The redevelopment of the Rombon market has led to the complete revival of the historic market, transforming it into a modern, accessible hub ready to once again become a point of reference for the Lambrate community.

The transaction represents a decisive step toward the modernization and enhancement of Milan’s neighborhood market system. The project aims to create a synergistic network of markets located across the city’s districts, revitalizing their original role as local retail hubs, integrated with the broader food hub managed by Sogemi, the leading agri-food center in Milan and Lombardy.

De Berti Jacchia advised Sogemi on all legal aspects throughout the entire transaction, with a team composed of partner Pietro Meda, handling civil law and real estate matters, and partner Antonella Terranova, handling administrative law matters, both assisted by associate Francesca Zironi in the real estate area, ensuring comprehensive and continuous support at every stage of the project.

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from left to right: Giuseppina Zoccali and Marco Frazzica (De Berti Jacchia), Yuri Zugolaro (Pirola Pennuto Zei & Associati) and Mario Morazzoni (Pirola Corporate Finance S.p.A.)

Milan / Bassano del Grappa, July 22, 2024 – NCAB Group Italy S.r.l. has signed the agreement for the acquisition of DVS S.r.l. in Italy and DVS Pacific Limited in Hong Kong. The purchase price amounts to approximately 200 million Swedish crowns, with a potential additional earnout of about 45 million Swedish crowns. The acquisition is expected to have a positive impact on NCAB Group’s earnings for 2025, with synergies in the areas of suppliers, payment terms, and logistics.

Founded in 1993, the Swedish NCAB Group is a world leader in the production of printed circuit boards (PCBs) and is listed on the NASDAQ Stockholm. DVS S.r.l. was founded in 2003 and has its main office in Bassano del Grappa, Italy, as well as offices in Switzerland and Hong Kong. Annual revenue amounts to approximately 240 million Swedish crowns. Sales are primarily directed towards Italian customers in the industrial and automotive sectors.

The buyers were assisted by De Berti Jacchia law firm with partner Marco Frazzica and senior associate Giuseppina Zoccali, supported by associate Matteo Bilei, while regulatory and FDI aspects were handled by partner Antonella Terranova, together with associate Ilaria Sgrilli; labor law aspects were followed by partner Gaspare Roma and associate Isabella Basilico.

PwC TLS assisted the buyers with tax aspects of the transaction with a team composed of partner Simone Marchiò and senior manager Mariangela Cottali.

Pirola Pennuto Zei & Associati assisted the sellers, with a team led by partner Yuri Zugolaro, supported, for all tax aspects of the transaction, by partner Marco Michielon and counsel Daniela Gobbo, while associate partner Lorenzo Destro, counsel Davide Rubino, and senior associate Lavinia Fanan followed the legal aspects.

Pirola Corporate Finance S.p.A. assisted the seller with financial aspects and the structuring of the transaction with a team composed of founding partner Mario Morazzoni, director Stefano Righetti, analyst Antonio Visioli, and junior analyst Pasquale Alessandro.

IN THE PRESS

Legalcommunity – De Berti Jacchia e PwC TLS con Ncab Group Italy nell’acquisizione di DVS e DVS Pacific

Diritto e Affari – De Berti Jacchia e PwC TLS con NCAB Group Italy S.r.l. nell’acquisizione di DVS S.r.l. in Italia e DVS Pacific Limited a Hong Kong

NTPlus Diritto Il Sole 24 Ore – De Berti Jacchia e PwC TLS con NCAB Group Italy S.r.l. nell’acquisizione di DVS S.r.l. in Italia e DVS Pacific Limited a Hong Kong

IFANEWS.it – NCAB Group Italy S.r.l. firma l’accordo per l’acquisizione di DVS S.r.l. in Italia e di DVS Pacific Limited a Hong Kong: gli studi coinvolti

DealFlower – Ncab Group Italy, intesa per acquisire Dvs in Italia e Dvs Pacific Limited a Hong Kong

Il Giornale D’Italia – NCAB Group Italy, acquisite DVS in Italia e DVS Pacific Limited a Hong Kong per 200 mln di corone svedesi

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È stata pubblicata la classica “ITALIAN LEGAL & TAX EXCELLENCE 2024” di ClassEditori. Lo Studio e i suoi professionisti sono stati citati nella classifica.

COMPETITION LAW
STUDI SELECTED – De Berti Jacchia Franchini Forlani (Roma)
PROFESSIONISTI SELECTED – Antonella Terranova

M&A MIDMARKET
STUDI SELECTED – De Berti Jacchia Franchini Forlani (Milano)
PROFESSIONISTI SELECTED – Paolo Barbanti Silva

M&A SMALLCAP
STUDI SELECTED – De Berti Jacchia Franchini Forlani (Milano)
PROFESSIONISTI SELECTED – Claudio Corba Colombo
PROFESSIONISTI SELECTED – Marco Frazzica

EQUITY CAPITAL MARKETS
STUDI SELECTED – De Berti Jacchia Franchini Forlani (Milano)
PROFESSIONISTI SELECTED – Paolo Barbanti Silva

PUBLIC LAW
STUDI SELECTED – De Berti Jacchia Franchini Forlani (Roma)
PROFESSIONISTI SELECTED – Fabio Ferraro
PROFESSIONISTI SELECTED – Antonella Terranova

TAX M&A & DEAL ADVISORY
STUDI SELECTED – De Berti Jacchia Franchini Forlani (Milano)
PROFESSIONISTI SELECTED – Massimiliano Gazzo
PROFESSIONISTI SELECTED – Tiziana Zona

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Milan, April 15th 2024 – Isolgomma S.r.l., a company specialising in sustainable sound insulation and vibration control solutions in the infrastructure, business and residential sectors, opens its capital to an international industrial group.

The Grazioli family, founder of Isolgomma, has entered into a strategic and commercial joint venture with Getzner Werkstoffe Holding GmbH, an Austrian company that is part of an international industrial group recognised as a leading specialist in vibration isolation in the railway, construction and industrial sectors. Getzner invested in Isolgomma’s capital, becoming a 50% shareholder together with the Grazioli family, which retained the remaining 50% of the capital.

Cappelli RCCD Studio Legale advised the Grazioli family and Isolgomma on all corporate/M&A aspects of the transaction with counsel Stefania Rossini and associates Carlo Macale and Valerio Ribechi.

De Berti Jacchia Franchini Forlani assisted Getzner on all corporate/M&A aspects with partner Cristina Fussi, senior associates Giuseppina Zoccali and Benedetta Mazzotti, and junior associate Enzo Fanelli. Antitrust compliance aspects were followed by partner Antonella Terranova together with Martin Beutelmann, partner of the German firm BRP Renaud.

The post CAPPELLI RCCD AND DE BERTI JACCHIA FRANCHINI FORLANI FOR THE JOINT VENTURE BETWEEN THE GRAZIOLI FAMILY AND GETZNER WERKSTOFFE HOLDING GMBH IN ISOLGOMMA SRL appeared first on Studio Legale De Berti Jacchia Franchini Forlani.

In occasione della presentazione del volume GOLDEN POWER curato da Roberto Chieppa, Ciro Daniele Piro, Raffaele Tuccillo,
pubblicato dal FORO ITALIANO / La Tribuna, l’Associazione Antitrust Italiana organizza il Convegno “GOLDEN POWER E NORMATIVA EUROPEA”

🗓️ Data: 17 gennaio 2024
🕔 ore 15.30
📍 Roma, Centro Congressi Piazza Di Spagna (Via Alibert 5/A)

Introduzione
👤 Alberto Pera – Presidente AAI

Coordina
👤 Guido Bellitti – Comitato Direttivo AAI

L’assetto del Golden Power nei paesi della UE
👤 Mila Filomena Crispino – Freshfields e AAI
👤 Alessandro Di Giò – Freshfields e AAI

Discussione
La relazione tra normativa nazionale e contesto europeo:
👤 Massimo Merola – Collegio d’Europa di Bruges, BonelliErede e AAI
👤 Edoardo Gambaro – Greenberg Traurig e AAI
👤 Antonella Terranova – De Berti Jacchia e AAI

La giustiziabilità delle decisioni
👤 Dario Simeoli – Consiglio di Stato
👤 Luciano Di Via – Clifford Chance e AAI
👤 La visione delle imprese
👤 Stefano Firpo – Assonime

Prospettive di revisione del Regolamento
👤 Andrea Barbaria – Rappresentanza Permanente d’Italia presso l’UE (in collegamento)
👤 Matilde Cenacchi – DG Trade, Commissione Europea (in collegamento)

Conclusioni
👤 Carlo Deodato – Segretario Generale, Presidenza del Consiglio dei Ministri
👤 Roberto Pardolesi – Curatore della Collana
👤 Roberto Chieppa – Curatore del Volume

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Articolo di Antonella Terranova pubblicato sul N.214 – dic 2023/gen 2024 di About Pharma and Medical Devices

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È stata pubblicata la classica de “I Super Avvocati e i Super Studi Legali Corporate 2023” di ClassEditori. Lo Studio e i suoi professionisti sono stati citati nella classifica.

COMPETITION LAW
STUDI SELECTED – De Berti Jacchia Franchini Forlani (Roma)
PROFESSIONISTI SELECTED – Fabio Ferraro
PROFESSIONISTI SELECTED – Antonella Terranova

DISPUTE RESOLUTION
STUDI BEST – De Berti Jacchia Franchini Forlani (Milano – Roma)
PROFESSIONISTI SELECTED – David Maria Santoro
PROFESSIONISTI SELECTED – Michelangelo Cicogna

EMPLOYMENT LAW
STUDI SELECTED – De Berti Jacchia Franchini Forlani (Milano)
PROFESSIONISTI SELECTED – Guido Callegari
PROFESSIONISTI SELECTED – Michelangelo Cicogna
PROFESSIONISTI SELECTED – Gaspare Roma
PROFESSIONISTI SELECTED – Andrea Sonino

FINANCE
STUDI SELECTED – De Berti Jacchia Franchini Forlani (Roma)
PROFESSIONISTI SELECTED – Giuseppe Cristiano

LIFE SCIENCE & HEALTH CARE
STUDI BEST – De Berti Jacchia Franchini Forlani (Roma)
PROFESSIONISTI BEST – David Maria Santoro

M&A MID MARKET
STUDI SELECTED – De Berti Jacchia Franchini Forlani (Milano)
PROFESSIONISTI SELECTED – Marco Frazzica

M&A SMALL CAP
STUDI SELECTED – De Berti Jacchia Franchini Forlani (Milano)
PROFESSIONISTI SELECTED – Claudio Corba Colombo
PROFESSIONISTI SELECTED – Marco Frazzica

PUBLIC LAW
STUDI SELECTED – De Berti Jacchia Franchini Forlani (Milano – Roma)
PROFESSIONISTI SELECTED – Fabio Ferraro
PROFESSIONISTI SELECTED – Roberto A. Jacchia
PROFESSIONISTI SELECTED – Antonella Terranova

TAX FINANCE
STUDI SELECTED – De Berti Jacchia Franchini Forlani (Milano)
PROFESSIONISTI SELECTED – Massimiliano Gazzo

TAX M&A & DEAL ADVISORY
STUDI SELECTED – De Berti Jacchia Franchini Forlani (Milano)
PROFESSIONISTI SELECTED – Tiziana Zona

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…Against this backdrop, Roberto Jacchia, a partner at local law firm De Berti Jacchia, says the use of golden powers against Pirelli is “not surprising” and “reflects the clear political stance of the government” to counter China’s industrial presence in strategic sectors. He says it reveals how the government will use its expanded golden powers going forward, leveraging its flexibility to intervene in both existing and proposed transactions…

Read the full article on fDi Intelligence

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La tecnologia dei sensori cyber ha rilevanza strategica in molteplici settori dall’automazione industriale al machine learning, i processi produttivi avanzati, i Big Data & Analytics. La decisione del Governo di esercitare i golden powers su Pirelli costituisce pertanto un buon esempio di esercizio di discrezionalità politica

Articolo di Roberto A. Jacchia pubblicato su Agenda Digitale

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The post I SENSORI CYBER DI PIRELLI SOTTO LO SCUDO DEL GOLDEN POWER: PERCHÉ È UNA SCELTA GIUSTA appeared first on Studio Legale De Berti Jacchia Franchini Forlani.

On 15 June 2023, the Italian Government exercised its “golden powers” and prescribed measures of protection of the national interest with respect to a transaction affecting the governance structure of Pirelli & C. SpA (Pirelli) and the position of its shareholder, China National Tire and Rubber Corporation Ltd. (CNTRC), in relation to a particular industrial project.

Golden powers are the current version of the erstwhile “golden share”, which bestowed on the Government special rights attaching even to a single share held in the equity of a sensitive or strategic company – such as in the fields of telecoms, energy, mining, rail, sea and air transport, port, and airport facilities, etc. – essentially with the ability to override the rules of ordinary corporate governance. With the passage of time, the golden share evolved into the more comprehensive and flexible concept of “golden powers”, no longer necessarily derived from the ownership of shares, and substantially consisting of the power to forbid, or impose conditions and undertakings in respect of, extraordinary transactions involving or affecting the structure and decision-making processes of the company concerned. For practical purposes, golden powers enable the Government to counter the entry of non-EU (and, on different conditions, sometimes EU) foreign shareholders into the company’s capital or intervene on its governance rules, to de-potentiate such shareholders’ administrative and voting rights. Golden powers do not as a rule affect economic rights (such as the right to receive dividends and winding up proceeds).

The main piece of legislation to be nowadays looked at is Decree-Law 21/2012, which is a statutory instrument with force of law, and was followed by several implementing and regulatory acts. Golden powers supplement at the national level Regulation (EU) 2019/452 providing a common framework for the control of foreign direct investments (FDI) in the European Union.

The procedure that is put in place by Decree-Law 21/2012 for the exercise of golden powers is not too dissimilar from a merger filing and starts with a compulsory previous notification of qualifying transactions to the Presidency of the Council of Ministers (Prime Minister’s Office) where certain sectors are involved and certain thresholds or conditions are met. The form of the transaction is unimportant, and a general principle of substance-over-form applies. There is a simplified procedure for less relevant cases. There is a first phase of preliminary investigation following the notification, and a possible second phase of in-depth investigation. The Government is entitled to pose questions, acquire documents, information, and any other relevant evidence from both the parties and third parties. The decision is an administrative act, which can be challenged before the administrative courts.  There is a standstill rule forbidding the closing of the transaction until after the Government’s decision, and the failure to comply with golden power legislation and rules may trigger injunctive powers and involves the levy of huge penalties.

In the past, broadly speaking until prior to the 2020 pandemic, golden powers were seldom exercised and did quite rarely hit the news. With the pandemic, right after the adoption of Regulation 2019/452, the need for adequate legal tools allowing an extent of public control by the Member States and the Union over vital pharma and healthcare resources became dramatically evident. More or less around that time, numerous key-sectors, such as 5G technology, advanced agri-food technologies, quantum and nano- technologies, dual use and military goods, artificial intelligence (AI), autonomous mobility, internet infrastructure, semi-conductors, and others experienced an unprecedented leap forward in scientific and technological progress. This resulted in the need for stronger legal protection to the subjacent resources and intangibles, than that supplied by the ordinary tools of private and intellectual property law. With the outburst of the Ukrainian crisis in 2022 and the war that followed, the exponential upgrade of tensions between major geopolitical regions and powers, and a fading popularity of globalization doctrines, a novel, strong political rationale commenced to inspire FDI legislation and measures at both Union and Member States level. Golden power cases became more frequent and more closely scrutinized.

The case that we comment provides a significant exemplification of the current background of golden powers exercise in Italy.

Pirelli is a public company and historically the leading player in Italy and one of the important players worldwide of the tire and rubber industry. CNTRC is the leading Chinese manufacturer of tires and rubber products and a global player.

As previously recalled, pursuant to relevant legislation, certain transactions involving foreign entities and potentially affecting the national interest in several strategic sectors must be previously notified to and cleared by the Government. In this case, the notified transaction concerned a project involving novel technologies enabling so-called “cyber sensors” implanted in automotive tires to acquire in real time a broad array of data including traffic and land communications patterns, current state of infrastructures and vehicle geo-localization. The information thus collected is then relayed to cloud systems and high-capacity IT infrastructures, which, through AI tools, can be fed to ground-breaking digital systems such as, to exemplify, “Smart City” (towns structured and functioning with digital tools and support) and “Digital Twin” (digital replicas of physical objects and equipment) technologies. According to the Government’s press release, the cyber sensor technology possesses strategic relevance in manifold areas, such as industrial automation, machine-to-machine communication (and autonomous vehicles), machine learning, AI, advanced manufacturing processes, critical sensor and actuator technologies, Big Data and Analytics. The strategic relevance of the information is to be found in the risks that may be involved by their improper use, in the twofold perspective of national security and the protection of the personal data of an extremely huge numbers of data subjects.

The measures prescribed by the Government on cyber sensor technologies within the context of the CNTR project were adopted on the proposal of the Ministry of Enterprise and Made in Italy (MIMI) and aim at preserving the industrial independence of Pirelli and that of its management in decision-making processes, ensuring the security of internal procedures, and protecting the confidentiality and value of Pirelli’s know-how.

Besides reconfirming certain previously assumed undertakings by foreign investor CNTRC, the Government’s decision now provides Pirelli with additional legal tools, such as a general security clearance system that streamlines and strictly limits the access to information, the creation of an autonomous internal security unit at Pirelli and, finally, a supermajority of four-fifths within the Pirelli Board of Directors for the adoption of certain decisions. The monitoring of compliance is attributed to the MIMI.

The Government’s decision in the Pirelli/CNTRC matter understandably makes no express reference to the more cautious approach that now seems to prevail with respect to Chinese FDIs, but the underlying rationale is fairly evident, and makes a good example of exercise of political discretion.

This seems well in line with the prevailing administrative case-law.

In a very recent case (judgement no. 289/2023), the Council of State (the highest administrative court of Italy), was seized of an appeal from the Rome Regional Administrative Court, lodged against a decision adopted by the Government, that forbade the acquisition by Chinese investor Syngenta of a leading Italian company in the seed industry (Verisem). The administrative court of first instance had denied the challenge.

Whilst confirming that governmental decisions taken under Decree Law 21/2012 constitute administrative (not political) acts subject as such to the review of the administrative courts, the Council of State at the same time held that the very concept of “national security” is an open one and hardly capable of a definition. Since Decree Law 21/2012 utilizes that concept and language, and the national interest that is at stake is particularly significant, this indicates that the Legislator intended that, within the procedural mainframe supplied thereby, the Government enjoyed a particularly broad discretion. This is confirmed by the two-phase procedural model adopted by Decree Law 21/2012, where the first, preliminary phase falls within the technical competence of the Coordination Group within the Prime Minister’s Office, whilst the second, decision-making phase belongs to the exclusive competence of the Council of Ministers. The Council of State thus characterized the decisions of the Government in cases of exercise of golden powers as acts of so-called “high administration”, whose merits are fundamentally not capable of intrinsic review. These holdings, which arguably became leading case-law, likely foreshadow a more frequent exercise of golden powers in the future, in the wake of the increasingly widespread perception of the need for a stricter scrutiny of FDIs.

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