Private Equity

Funds, investors and entrepreneurs throughout the life of the investment: from entry to exit.

We advise private equity, venture capital, infrastructure and credit funds, co-investors and the companies they invest in, on domestic and cross-border transactions, on both the buy-side and the sell-side. We also assist the entrepreneurs and families who open their capital to a financial investor or sell their business to one.

A private equity transaction brings together corporate law, financing, tax, employment, antitrust and regulatory matters, often under tight deadlines. For this reason, we handle it with a single team, coordinated by the partner in charge.

WHO WE ASSIST
  • private equity and venture capital funds, in buy-out, growth and minority transactions;
  • infrastructure funds;
  • credit and private debt funds, as lenders to acquisitions and as investors;
  • club deals, family offices and investment holding companies;
  • portfolio companies and their management;
  • entrepreneurs and families opening their capital or selling their business;
  • foreign investors entering the Italian market.
WHAT WE DO

Investment. Leveraged buy-outs, acquisitions of controlling and minority interests, preferred equity, growth capital investments and venture capital rounds, co-investments and club deals: investment structuring, legal due diligence, sale and purchase and investment agreements, price mechanisms (locked box, closing accounts, earn-out), warranties and W&I insurance.

Financing. Acquisition and leveraged finance, from bank lending to private debt and bond issues, with the Firm’s banking and finance practice, for both the sponsor and the lenders.

Clearances. Merger control in Italy and before the European Commission, golden power, the Foreign Subsidies Regulation and sector authorisations in regulated industries.

Governance and management. Shareholders’ agreements and by-laws, co-investment agreements, management incentive plans (MIPs), leaver, drag-along and tag-along clauses, functioning of the boards of portfolio companies.

Portfolio management. Add-on and build-up programmes in Italy and abroad, joint ventures, group reorganisations, refinancings and, where needed, restructuring of portfolio companies with the Firm’s insolvency and restructuring practice.

Exit. Sales to industrial or financial buyers, secondary buy-outs, vendor due diligence and competitive auctions.

WHAT OUR CLIENTS CAN RELY ON

Partners involved in every transaction. The partner who sets up the transaction follows it through to closing and remains the client’s point of contact afterwards. Our teams are responsive and organised around the timetable of the deal.

A single, integrated team. Within the same transaction, and under a single coordination, the Firm’s professionals work on:

  • banking and finance, for the acquisition financing and the relationship with the lenders;
  • tax, for the investment structure and the incentive plans;
  • employment, for the management and the employment aspects of the transaction;
  • EU, antitrust and regulatory law, for the clearances;
  • litigation, for the risks identified in due diligence and post-closing disputes;
  • insolvency and restructuring, for portfolio companies under pressure.

In a private equity transaction, the legal work must follow the logic of the investment: what the fund must protect, what the entrepreneur must accept, and what the lenders need in order to finance it.

PRACTICES