Logo Studio Legale Galbiati, Sacchi, Lamandini e Associati

Practice Areas

Studio Legale GSLA’s professional activity is focused in particular on:

  • duties and liabilities of management and supervisory corporate bodies;
  • drafting of articles of association, minutes of shareholders’ and of board of directors’ meetings, shareholders’ agreements;
  • rights issues and other equity-related corporate transactions, bond issues, warrants and other financial instruments transactions, buy-back plans;
  • corporate and business restructuring;
  • advice on roles and functions of independent directors, internal committees, analysis of compliance with regulatory provisions;
  • negotiation and drafting of business agreements;
  • co-investment and stock options plans in favour of key managers;
  • consortium and joint-venture agreements;
  • regulations concerning cooperatives;
  • associations and foundations.

Assisting companies, financial institutions, merchant banks and private equity funds in connection with corporate finance and extra-ordinary transactions.

In particular, the professionals of Studio Legale GSLA provide a full range of legal assistance in M&As and corporate restructuring, starting from the preliminary planning and preparation stage, also focusing on the application of accounting principles to such transactions and the subsequent performance of due diligence activity, as well as on the negotiation, drafting and closing of agreements, articles of association, shareholders’ agreements and loan agreements.

Studio Legale GSLA’s has ample resources to provide expert advice and assistance, for listed or non-listed companies, in relation to complex mergers, de-mergers, business and branch of business transfers, including in the form of contributions in kind.

Studio Legale GSLA, with its broad range of experience gained in this field, provides full assistance to listed companies with regard to their relationships with the Supervisory Authorities as well as to their compliance with disclosure requirements, including  those stemming from the recent amendments set forth by the relevant EU directives, e.g.:

  • disclosure concerning significant events;
  • disclosure concerning extra-ordinary transactions;
  • ongoing disclosure;
  • disclosure concerning transactions with related parties;
  • handling of confidential information.

Assistance includes advice with regard to the preparation and drafting of the internal regulations and procedures required to comply with legal obligations.
Moreover, Studio Legale GSLA has worked on specific projects with regard to corporate governance, providing, together with expert advisors in business reorganization, assistance to listed companies in the overhaul of their internal audit systems for corporate governance, in the light of the regulatory provisions and corporate governance codes.

The professionals of Studio Legale GSLA possess a notable expertise with regard to the activity of audit firms, with an in-depth knowledge of the international regulatory framework and developments in the Italian legislation.

Studio Legale GSLA provides assistance to leading audit firms belonging to international networks, to individual auditors and to small and medium sized audit firms, in relation to the full range of issues arising from the audit activity, such as risk assessment and prevention, compliance with the industry regulations, and assistance in litigation relating to auditors’ professional liability and issues concerning auditors’ independence.

Besides, Studio Legale GSLA has a remarkable track record with regard to issues concerning auditors’ engagements, their contents and early termination, including matters related to auditors’ relationships with the Supervisory Authorities and the drafting of fairness opinions in connection with mergers, capital increases, withdrawals and LBOs.

Studio Legale GSLA is legal advisor to ASSIREVI (the Italian Association of Statutory Auditors) with regard to the analysis of the development of the relevant regulatory framework and auditors’ professional rules and best practices.

Thanks to the specific technical accounting expertise of a number of its professionals, Studio Legale GSLA possesses remarkable expertise in relation to accounting and financial reporting issues, including those related to audit firms, with a particular focus on extra-ordinary transactions (mergers, de-mergers, business contributions, withdrawals, LBOs).

Studio Legale GSLA provides assistance to clients in relation to the application of both International Accounting Standards IAS/IFRS, and domestic accounting principles approved by the OIC, as well as to the Italian Auditors’ Association OPI Documents on accounting issues related to particular problems regarding which, at present, there are no generally accepted solutions as provided by domestic and international doctrine.

Studio Legale GSLA, by virtue of the academic expertise of its Partners and Associates, provides assistance to clients also in relation to legal proceedings, with specific regard to the providing of expert technical opinions concerning accounting and evaluation-related issues.

 

With regards to banking, the professionals of Studio Legale GSLA provide assistance to banks and financial intermediaries in relation to: loan agreements and other financing arrangements, secured, mezzanine subordinated or no-recourse, also in syndicated form; security packages; purchases and sales of bulks of claims, securitisations and activities of clearing and settlement of trades in listed securities, as well as custody of financial instruments in centralised depository systems; evaluation of banking commitments in terms of supervisory capital.

The Firm assists both listed and non-listed, Italian and non-Italian banks and financial intermediaries in their regulatory compliance under applicable law and interrelation with the Supervisory Authorities.

The activity of Studio Legale GSLA within the scope of financial intermediation contemplates assisting listed companies, selling shareholders, global coordinators, sponsors, specialists and underwriters in IPOs of financial instruments on regulated markets or debt offerings, also in the international market. The Firm regularly renders advice to Italian and non-Italian investment firms and asset management companies on: the incorporation phase and the authorization to exercise the relevant reserved activities, also through a branch or on a cross-border basis; the organisation or revision of the corporate governance structure, including the compliance and internal audit functions; the securities or real estate, reserved or alternative, investment fund formation and management; the structuring of other financial products, including derivative contracts.

The Firm has gained a significant experience in public tender offers, takeover bids, subscription, sale and exchange of listed and non-listed securities, together with, generally, a deep and dating knowledge of the financial regulations in the different fields of issuers, intermediaries and markets.

 

Studio Legale GSLA provides legal assistance in relation to:

  • EU new legal framework transposing EU Green Deal on sustainability;
  • the national current ESG legal framework, including the regulatory framework on Sustainability Report, Bcorp and benefit companies;
  • Regulation (EU) 2020/852 on EU Taxonomy;
  • the developments connected with the implementation of the Corporate Sustainability Due Diligence Directive (CSDD), the EU green bonds regulations and the green washing issues.

With reference to the above areas, the Firm provides professional assistance on compliance, on business impacts, and on the organisational and governance actions to be implemented, including the adoption of new corporate models, internal organisational structures and new roles and responsibilities of corporate governance bodies and external auditors.

Studio Legale GSLA also has a consolidated expertise on sustainability reporting, on the relevant assurance activity, as well as on the proceedings before the competent Supervisory Authorities, applicable also to the violation of the ESG provisions.

Studio Legale GSLA provides assistance in litigation and arbitration proceedings in corporate and civil law.

In particular, it focuses on proceedings concerning liability actions vis-à-vis holders of corporate offices, disputes related to actions for damages or professional liability of audit firms and their members, challenging resolutions of shareholders’ meetings (with particular regard to those involving accounting issues and extra-ordinary transactions), liability of financial intermediaries and class actions with regard to damages. Thanks to its team of specialists, the Firm has developed considerable know-how in relation to criteria and methods of liquidation of damages in relation to actions for compensation.

Studio Legale GSLA has gained a significant experience in litigation and arbitration concerning the execution and enforcement of sale and purchase agreements, including the enforcement of representations and warranties in the context of M&A transactions.

The professionals of Studio Legale GSLA also provide assistance in relation to appeals proceedings and judicial review, before civil and administrative courts, in connection with sanctions and fines issued by the relevant Supervisory Authorities in relation to alleged violations of the relevant industry sector provisions.

Studio Legale GSLA provides assistance and advice concerning inter alia:

  • insolvency procedures involving major  companies, listed companies and multinational groups;
  • clawback actions;
  • Restructuring transactions, including through debt/equity swaps;
  • distressed M&A activity;
  • piani di risanamento attestati (certified reorganization plans) pursuant to Article 67, section 3, lett. d), of the Bankruptcy Law;
  • concordato preventivo (pre-bankruptcy composition agreement with creditors) procedures;
  • accordi di ristrutturazione dei debiti (authorized debt restructuring agreements) pursuant to Article 182-bis of the Bankruptcy Law.

The professionals of the Firm provide assistance to companies, receivers and other office holders under insolvency procedures in the performance of these activities.

Assistance on Italian and EU antitrust law.

By virtue of longstanding professional relationships with leading external experts, Studio Legale GSLA provides assistance concerning agreements, cartels and abuses of dominant position, in relation to proceedings before the Antitrust Authority and the EU Commission, advising clients in all the stages of the filing of restrictive competition agreements and acquisition transactions as well as providing assistance on the structuring of mergers, joint ventures, strategic agreements and cooperation agreements with regard to competition-related issues.

Moreover, the professionals of Studio Legale GSLA have gained considerable experience in antitrust matters with regard to regulated industries such as utilities, telecommunications and media, as well as banking, finance and insurance.

Studio Legale GSLA has gained significant expertise in managing various  aspects of administrative law, providing assistance to public bodies  (including local administrations, hospitals, etc.), publically-owned companies and Professional Associations.

Studio Legale GSLA provides legal assistance in proceedings before both ordinary and administrative jurisdictions, including high courts (TAR – the Regional Administrative Courts, Tribunale delle Acque – the Water Resources Court,  and Consiglio di Stato – the Supreme Administrative Court), as well as legal assistance in accountancy liability proceedings before the Corte dei Conti (the Public Accounts Court).

Furthermore, the professionals of Studio Legale GSLA provide assistance to clients:

  • with regard to  their relationship with the Supervisory Authorities, such as Consob (the financial industry regulator), Autorità di Vigilanza per i Contratti Pubblici (the Supervisory Authority on Public Contracts), as well as with public bodies;
  • in relation to public works contracts, public supply contracts and public service contracts, including the drafting of the documentation related to the tender procedure, tender bids prospectuses, as well as for the handling of the various stages of the tender bids procedures and complex sub-procedures (verification of irregularities in the offer, exclusion procedures, notices of appeal);
  • in the handling of issues related to public services;
  • in the pharmaceutical industry, providing advice in relation to procedures concerning licensing of drugs and  the limitation of the public expenditure on pharmaceuticals.

The professionals of Studio Legale GSLA provide assistance and advice to companies in relation to labour and employment matters, trade union and social security issues, including in litigation and extra-legal matters.

In particular, Studio Legale GSLA has gained a significant experience in assisting clients with regard to all the aspects of business restructuring, as well as in connection with extra-ordinary corporate transactions such as mergers, de-mergers, acquisitions, business transfers, relating to both individual employees and to collective personnel issues.

Moreover, Studio Legale GSLA provides advice to HR offices with regard to everyday employment issues, collective agreements, and of codes of ethics, handbooks, disciplinary codes, etc..

Studio Legale GSLA also assists big companies and multinational groups in the planning and implementation of incentive plans and stock options plans.

In relation to the real estate, construction and planning sectors, Studio Legale GSLA provides assistance and advice in the following procedures:

  • filing of ‘start of works’ notices (Segnalazioni Certificate di Inizio Attività -S.C.I.A.);
  • obtaining of permits and authorisations, also with regard to zoning regulations;
  • real estate amnesty procedures;
  • approval of local planning consents and implementing instruments (Strumenti Urbanistici and Piani Attuativi), zoning plans and instruments (Piani di Lottizzazione),  procedures ex D.P.R. 160/2010, etc.;
  • analysis of local planning legislation.

With regard to environmental law matters, Studio Legale GSLA provides assistance in connection with:

  • issues related to acoustic and other forms of pollution , leakage and waste;
  • procedures for  the securing, drainage and environmental restoration of polluted sites;
  • compliance by private and state-owned companies with the most recent environmental legislation, also with regard to health and safety in the workplace.