Practices Archives - Studio Legale De Berti Jacchia Franchini Forlani

DE BERTI JACCHIA ADVISES CARL ZEISS S.P.A. ON THE MERGER BY INCORPORATION OF D.O.R.C. ITALY S.R.L.

team valletta — Fri, 02 Oct 2026 14:39:35 +0000

Carl Zeiss S.p.A. has completed the merger by incorporation of D.O.R.C. Italy S.r.l., as part of a transaction aimed at simplifying and streamlining the Group’s corporate structure in Italy.

De Berti Jacchia advised Carl Zeiss S.p.A. on the transaction, with Michelangelo Cicogna acting as client partner. The team included Antonella Terranova, who handled the regulatory aspects of the transaction; Giuseppina Zoccali, who advised on the corporate aspects and handled all corporate formalities relating to the merger; Matteo Bilei, who advised on matters relating to the post-merger integration of commercial relationships; and Tiziana Zona, who handled the tax aspects of the transaction.

Carl Zeiss S.p.A. was also advised by its in-house legal team, comprising Bruno Izzo, Head of Legal Affairs, and Camilla Garbarino, with the involvement of Giorgio Cristalli, CFO.

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DE BERTI JACCHIA STRENGTHENS ITS CAPITAL SOLUTIONS AND PRIVATE CAPITAL CAPABILITIES WITH THE ARRIVAL OF LUCA MAGRINI, ROCCO PUGLIESE, PASQUALE MOSELLA AND THEIR RESPECTIVE TEAMS

team valletta — Wed, 30 Sep 2026 13:55:02 +0000

De Berti Jacchia announces the arrival of Luca Magrini, Rocco Pugliese and Pasquale Mosella, who join the Firm as Partners, together with their respective teams, further expanding its expertise in private equity, finance, restructuring and M&A.

The arrival of the three professionals, whose complementary experience has been gained at leading firms, marks a significant step in the Firm’s growth strategy and supports the development of its new Capital Solutions practice, strengthening its position in the private capital market and its ability to advise private equity and private credit funds, asset managers, banks, financial institutions, sponsors, companies and Italian and international investors on complex and bespoke transactions.

The new Capital Solutions practice brings together complementary expertise in M&A, private equity, banking & finance, restructuring and special situations, enabling the Firm to support clients throughout the entire lifecycle of investments and equity and debt transactions, from acquisitions and disposals to financing and refinancing transactions, as well as restructuring, special situations and distressed investments.

Luca Magrini specialises in Private Equity, M&A and corporate law. He advises Italian and international private equity funds and corporate clients on domestic and cross-border transactions, with particular experience in the food & beverage, pharmaceutical and life sciences, industrial products and equipment, and services sectors. He has also developed extensive experience in restructuring and special situations, advising special opportunities funds, hedge funds and lenders on financial and corporate restructurings, distressed M&A and debt trading.

Rocco Pugliese specialises in complex financing transactions, with a particular focus on private capital and capital solutions. He advises private equity and private credit funds, banks, financial institutions, investors and Italian and international corporate groups on debt transactions, with particular experience in leveraged and acquisition finance, real assets finance, preferred equity and structured finance, as well as restructuring transactions.

Pasquale Mosella has extensive experience in Banking & Finance, with a particular focus on complex and innovative financing transactions requiring integrated expertise across lending, structured finance, NPLs/UTPs and restructuring. He advises Italian and international banks, investment funds, servicers and borrowers on real estate finance, leveraged finance, project finance and corporate lending transactions, as well as in turnaround and special situations contexts.

The three Partners will be joined at De Berti Jacchia by their respective teams, comprising Anna Ferrari, Managing Associate, Andrea Di Gregorio and Federica Di Ridolfi, Senior Associates, and Beatrice Carminati, Associate.

“The arrival of Luca, Rocco and Pasquale and their respective teams represents an important step in De Berti Jacchia’s growth and confirms our ability to attract professionals of the highest calibre. The strengthening of our Corporate/M&A and Banking & Finance practices, combined with the expertise that the new Partners bring in Private Equity, Restructuring and Special Situations, further enhances our ability to advise clients on the most complex transactions. This is a significant investment in the Firm’s development and in building an increasingly integrated organisation, combining complementary expertise with a strong international outlook,” comments Claudio Corba Colombo, Co-Managing Partner of De Berti Jacchia.

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GARAN GUARANTEE: NEW RULES FOR RETAILERS AND MANUFACTURERS FROM 27 SEPTEMBER 2026

team valletta — Fri, 25 Sep 2026 13:20:47 +0000

Starting from 27 September 2026, sellers of consumer goods will have to comply with a new information requirement introduced by EU legislation: the GARAN label, designed to inform consumers of the existence of a commercial guarantee of durability offered by the manufacturer.

The new requirement stems from Directive (EU) 2024/825, transposed into Italian law by Legislative Decree No. 30/2026, and is implemented by Commission Implementing Regulation (EU) 2025/1960, which established the format and content of the harmonised label applicable throughout the European Union.

The GARAN guarantee neither replaces nor modifies the legal guarantee of conformity provided for under the Italian Consumer Code.

Rather, it is a commercial guarantee of durability that manufacturers may voluntarily offer to consumers, undertaking to repair or replace the product if it fails to maintain its functionality or performance for the stated period.

A clear distinction must therefore be made between:

the legal guarantee of conformity, which is mandatory, is the seller’s responsibility and has a minimum duration of two years;
the commercial guarantee of durability (GARAN), which is voluntary and is the manufacturer’s responsibility;
any other conventional guarantees offered by manufacturers or retailers.

The key difference between these guarantees is that the legal guarantee always rests with the seller and has a minimum duration of two years, whereas the GARAN guarantee is a direct and exclusive commitment undertaken voluntarily by the manufacturer. It may have a longer duration and specifically concerns the durability of the product.

The seller’s obligation to display the GARAN label does not apply to all products and does not arise automatically.

The label must be displayed prominently, in accordance with the requirements and using the harmonised format laid down in Implementing Regulation (EU) 2025/1960, only where all four of the following conditions are met:

the manufacturer offers the guarantee at no additional cost to the consumer;
the guarantee covers the entire product rather than only specific components;
the guarantee lasts for more than two years;
the manufacturer has provided the seller with the necessary information.

If even one of these conditions is not met, the seller is not required to display the label.

Although the Italian Legislative Decree formally entered into force on 24 March 2026, the new provisions will apply only from 27 September 2026. From that date, both the harmonised notice concerning the legal guarantee and the GARAN label for products covered by a commercial guarantee of durability will become applicable.

The new Article 48 of the Italian Consumer Code requires traders, before the conclusion of the contract, to inform consumers about:

the existence of the legal guarantee of conformity;
the existence and duration of any commercial guarantee of durability offered by the manufacturer.

To comply with this requirement, the legislation provides for the use of standardised information tools that are uniform across the European market.

In physical retail stores, the label must be clearly visible; for online sales, it must be made available in accordance with the requirements laid down by EU legislation.

One particularly important point is that GARAN remains a guarantee provided by the manufacturer.

The seller does not automatically assume the obligations arising from the commercial guarantee of durability and must not present it as its own guarantee. For this reason, the harmonised label must identify the manufacturer providing the guarantee, rather than the retailer.

Failure to display the label where required may give rise to liability under the rules on unfair commercial practices, as consumers could be deprived of information relevant to their purchasing decisions. Similarly, ambiguous communications that could lead consumers to confuse the GARAN guarantee with the legal guarantee may be regarded as an unfair commercial practice.

Indeed, as stated in Recital 32 of Directive (EU) 2024/825, information concerning other commercial guarantees or services must not undermine the clarity of the information provided regarding the existence and duration of the commercial guarantee of durability offered by the manufacturer.

Ultimately, GARAN is a tool designed to encourage the purchase of more durable products and increase transparency for consumers. For sellers, however, it introduces a new information requirement which, from 27 September 2026, will require careful verification of the information received from manufacturers and of the way in which it is presented to consumers.

Antonella Terranova
Ilaria Sgrilli

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LOTTOMATICA-CIRSA: A MERGER ACCELERATING THE CONSOLIDATION OF THE EUROPEAN GAMING MARKET

team valletta — Mon, 07 Sep 2026 09:20:57 +0000

The announced merger between Lottomatica and Cirsa could mark an important step in the consolidation of the European gaming market.

The transaction comes at a time when the market is becoming increasingly concentrated and international, with economies of scale, geographical diversification and technology investments playing an increasingly important role.

Alongside the industrial aspects, the competition and regulatory dimensions will also be key: from potential overlaps across different markets and business segments to compliance, consumer protection, anti-money laundering and data management issues.

In an article for Affaritaliani, Antonella Terranova analyses the Lottomatica-Cirsa transaction and its potential implications for the European gaming sector.

Read the full article in italian.

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ARBITRATION ON THE RISE AMID INTERNATIONAL CRISES

team valletta — Sun, 09 Aug 2026 11:29:09 +0000

ItaliaOggi has published an in-depth article on the growing use of arbitration as a tool for resolving commercial disputes, against an international backdrop marked by geopolitical tensions, economic instability and regulatory uncertainty.

Our Michela D’Avino contributed to the discussion, analysing how the current environment is making arbitration an increasingly relevant choice for businesses, particularly those operating in international markets.

Amid tensions in the Middle East, commodity price volatility and international sanctions, disputes involving force majeure, operational suspensions and price adjustments are becoming increasingly frequent. At the same time, companies are paying greater attention to the drafting of arbitration clauses, from the choice of seat to the inclusion of preliminary negotiation and mediation stages, as well as emergency mechanisms.

READ THE FULL ARTICLE IN ITALIAN

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DE BERTI JACCHIA ASSISTS ELETTRICA RAVASIO IN THE ACQUISITION FROM GRUPPO EVEREST

team valletta — Mon, 27 Jul 2026 08:42:05 +0000

De Berti Jacchia advised Elettrica Ravasio on the transaction that will lead to its acquisition by Gruppo Everest, an Italian industrial platform specialising in electrification support services and backed by Vam Investments.

The transaction, which is subject to the completion of the required regulatory and authorisation procedures, involves the sale of Elettrica Ravasio and other companies operating in the same sector. It forms part of Gruppo Everest’s consolidation strategy aimed at strengthening its expertise and expanding its presence across Italy.

Elettrica Ravasio was advised by Benedetta Mazzotti, who handled the corporate legal aspects of the transaction.

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DE BERTI JACCHIA ASSISTS ANDION IN THE ACQUISITION OF THE Q ENERGIA BIOMETHANE PLANT

team valletta — Tue, 21 Jul 2026 08:40:34 +0000

Andion CH4 Renewables has acquired the Q Energia biogas plant, located in the province of Alessandria, as part of its strategy to expand its presence in the Italian biomethane market and strengthen its European renewable energy infrastructure portfolio.

The transaction concerns a facility dedicated to the production of renewable biomethane through an anaerobic digestion process using agricultural residues and organic waste, in compliance with the regulatory framework established by the 2022 Biomethane Decree.

This acquisition forms part of the Group’s broader growth strategy to develop an integrated biomethane asset platform across Europe and further consolidate Andion’s position in the Italian renewable energy market, contributing to decarbonisation objectives and the strengthening of local energy security.

De Berti Jacchia advised Andion CH4 Renewables on the transaction with a team led by Marco Frazzica and Giuseppina Zoccali, who handled all phases of the negotiation and completion of the deal, with the support of Federico Neri. The transaction was coordinated by a multidisciplinary team including Antonella Terranova, Camillo Campli and Federica Pane for regulatory matters, Cristina Fussi for the contractual aspects relating to the feedstock and service agreements, and Massimo Caiazza for matters concerning the feedstock suppliers’ network agreement.

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DE BERTI JACCHIA ASSISTS OMNIVISION: MILAN COURT RULES OUT UNFAIR COMPETITION AND UPHOLDS DISMISSAL OF APPEAL

team valletta — Mon, 13 Jul 2026 13:46:29 +0000

De Berti Jacchia assisted OmniVision Italia S.r.l. in interim proceedings brought by a competitor before the Court of Milan, which dismissed the claimant’s requests for an injunction and seizure concerning the marketing of a food for special medical purposes (FSMP) intended for the dietary management of patients with glaucoma. The decision was subsequently upheld on appeal.

In its appeal ruling, the panel confirmed the dismissal of the interim relief requests, finding that the case did not constitute an instance of “look-alike” packaging, slavish imitation, parasitic competition or unlawful comparative advertising.

The dispute arose from OmniVision’s marketing of the product VisioColina, which the claimant alleged infringed its rights in relation to its own FSMP. According to the claimant, the product featured similarities in its packaging and was promoted in a manner that justified the issuance of injunctive relief and seizure measures.

In upholding the first-instance decision, the Milan IP Court (Specialised Business Sections) found that the requirements for granting interim relief were not met, holding that the products and their respective packaging were sufficiently differentiated to exclude any likelihood of confusion, unfair exploitation of the reputation of the competing product, or parasitic competitive conduct.

The Court also ruled out the existence of unlawful comparative advertising, noting that the information concerning the product’s composition and price was objectively verifiable and that there was no evidence of misleading or unfair promotional practices. Finally, the Court excluded any liability on the part of OmniVision in relation to search engine results and to commercial initiatives independently undertaken by pharmacies and online sales platforms.

De Berti Jacchia represented OmniVision Italia S.r.l. with a team comprising partners Roberto Angelo Jacchia and Silvia Doria, assisted by senior associate Giulia Beneduci and associate Silvia Bolognani.

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CRYPTO-ASSETS: THE AUTOMATIC EXCHANGE OF TAX INFORMATION BEGINS, WHAT IT MEANS

team valletta — Wed, 08 Jul 2026 16:24:25 +0000

An article by Alessandro Foti, published on Borsa&Finanza, examines the new system for the automatic exchange of tax information on crypto-assets, introduced in Italy through the implementation of the DAC8 Directive.

The aim is to strengthen tax transparency in the cryptocurrency market by enabling tax authorities to automatically collect and exchange information on crypto-asset transactions. Starting with data relating to the 2026 tax year, crypto-asset service providers, including exchanges, wallet providers and other operators, will be required to report information on their customers and transactions to the Italian Revenue Agency (Agenzia delle Entrate). The data will then be exchanged with the tax authorities of the other participating countries, making it easier to identify discrepancies between reported transactions and taxpayers’ declarations.

What are the practical implications of the new automatic exchange of tax information for taxpayers and crypto-asset service providers?

Read the full article in italian.

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DE BERTI JACCHIA ASSISTS ANDION IN THE AGROMET BARBIANELLO TRANSACTION INVOLVING A BIOGAS PLANT

team valletta — Wed, 08 Jul 2026 12:25:13 +0000

Andion CH4 Renewables, through its special purpose vehicle Biomethan Brown Cremona 1 S.r.l., has acquired from Greenthesis a 65% stake in Agromet Barbianello S.r.l., a company operating a biogas plant currently being converted into a biomethane facility, located in Barbianello, in the Province of Pavia.

The transaction supports the group’s industrial growth strategy in the biomethane sector, strengthening its presence in the Italian renewable energy market while contributing to decarbonisation goals and enhancing local energy security.

De Berti Jacchia team assisting Andion CH4 Renewables on the transaction was led by Marco Frazzica and Giuseppina Zoccali, who oversaw all stages of the negotiation and completion of the deal, with the support of Federico Neri and in coordination with a multidisciplinary team comprising Antonella Terranova, Camillo Campli and Federica Pane on regulatory matters, as well as Cristina Fussi on the contractual aspects relating to the O&M and MSA agreements.

Download the press review.

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