Corporate law

BC& Studio di Consulenza Societaria Tributaria Legale assists Clients during their entire entrepreneurial life concerning both ordinary and all extraordinary management of the company and also concerning non-recurrent transactions, always with the aim to satisfy the Italian and/or foreign company’s exigencies and supports the management in both ordinary and extraordinary decisions making process. 

Due to the wide expertise accrued by its Professionals, BC& is able to provide a qualified assistance also in respect to the most critical and complex corporate matters such as:

– Analysis and assistance in drafting any corporate deed

– Analysis, management and solving of any corporate matters arising out from contracts, relationships with domestic and international customers and suppliers as well as with credit institutions

– Evaluation, negotiation, drafting and execution of, amongst others, deed of incorporation of any consortium, associations and joint-ventures

– Extraordinary transactions such as mergers, demergers, management buyout, leveraged buyout (also with private equity investment funds), corporate capital transactions

– Business evaluations and drafting of business plans

M&A

BC& Studio di Consulenza Societaria Tributaria Legale is specialized in providing assistance in every M&A transaction (merger and acquisition), such as acquisitions or business concern/ongoing business concerns sale and purchase, mergers, demergers, add on – as instruments to speed-up any growth process and increase the company’s value, as well as to improve the company’s competitive positioning and better focus the core-business, even through costs reduction and improvement of the economic and financial performances, in order to obtain a better rating and to increase the free cash flow for the purposes of new investments.

Starting from the elaboration of the strategic plan (strategic evaluation of the transaction, market analysis and exit strategy definition, economic terms and conditions, timing etc.), BC& can provide the Client with the following activities:

– Drafting of presentation documents (i.e. teaser)

– Structuring of the transaction, including the incorporation of the necessary company vehicles

– Negotiation, drafting and execution of any and all contractual documents (confidentiality agreements, LOI, preliminary agreements, SPA, negotiation and execution of share/quotaholders’ agreements, key-management contracts and financing agreements

– Due diligence

– Closing assistance and post-closing activities

Tax advisory

BC& Studio di Consulenza Societaria Tributaria Legale manages and punctually plans all company’s tax and accounting charges and fulfilments.

The deep knowledge of tax laws, together with the strict and technical approach, allow BC& Professionals in providing a concrete advise and support in all most relevant decisions, also through:

Specific Opinions, whereby any conclusion is based on the detailed analysis of the issue raised, the technical arguments and legal references; and the necessary

Tax planning, based on solutions aimed at taxation management within both companies and generational shifts optimization processes, also through the establishment of Foundations and Trusts, in compliance with applicable laws.

The BC& Professionals have accrued a significant experience in all domestic and international ruling proceedings before the Tax Authority (i.e. transfer pricing, patent box, permanent establishments).

Tax litigation

BC& Studio di Consulenza Societaria Tributaria Legale assists Clients in all relationships with the Italian Tax and Financial Authorities through Professionals who have accrued a direct significant work experience inside such bodies. 

BC& gained an important expertise in dealing with any tax dispute using the different deflationary instruments such as, in particular, tax settlements (“accertamento con adesione”), mediation (“conciliazione”) self-defence proposals (“istanze di autotutela”) and is able to provide excellent litigation legal assistance before both Tax Courts and the Italian Supreme Court.

The careful and substantial approach to any dispute and drafting of the relevant documents ensure a high-quality defence level that allows BC& to be successful in several litigation proceedings regarding tax matters such as transfer pricing, tax inversion, elusive transaction, frauds.

Litigation – domestic and international arbitration

BC& Studio di Consulenza Societaria Tributaria Legale has developed an important experience in providing judicial assistance before both the Ordinary Courts (including the Corporate Special Sections) and the higher judicial domestic authorities as well as before domestic and international Arbitration Panels, always paying particular attention to those proceedings that could have possible impacts on the different steps of the companies’ activities, such as in particular:

– Corporate disputes: validity of the corporate resolutions, liability actions, conflicts amongst Share/quotaholders, directors or statutory auditors

– trademarks, patents, designs and models disputes

– Copyright and unfair completion disputes

– Arbitration proceedings (both ritual and irritual), even before International Chambers of Commerce arising out from any kind of contractual relationships

Accounting

BC& Studio di Consulenza Societaria Tributaria Legale matches administration, finance and tax skills to provide full support in compliance with applicable laws and regulations. 

In particular BC& provides the following professional services: 

– Drafting of financial statements according to domestic and international laws and accounting principles

– Drafting of consolidated financial statements (OIC 17 – IFRS 3 IAS 27) according to domestic and international laws and accounting principles

– Changing from group to local accounting principles and reconciliation with tax laws

– Administration-accounting consultancy and opinions

– Economic and financial budget analysis and construction

Real Estate

BC& Studio di Consulenza Societaria Tributaria Legale is active in the real estate field where it gained important skills in the analysis, negotiation, drafting and execution of both commercial/private real estate sale and purchase agreements, real estate contribution/lease agreements, financial lease agreements. 

BC& assists the Clients in all steps of a real estate transaction, including:

– Analysis of any issue connected to the applicable laws and/or to the possible incorporation of associations

– Negotiation with the Credit Institutions aimed at the conclusion of the necessary loan agreements, as well as of the security package therefore connected

– Contracts with construction companies 

Bankruptcy law – restructuring and corporate reorganisation – tax settlement

BC& Studio di Consulenza Societaria Tributaria Legale is active in the restructuring field taking care of analysing, studying and solving any matter arising out from any restructuring proceedings, including the bankruptcy. 

Despite the recent several and substantial amendments which involved the Italian restructuring law, BC& has developed an important expertise in the restructuring and reorganization processes, providing assistance in the following areas:

– Study, elaboration, implementation and negotiation of business plans and restructuring transactions, also involving Credit Institutions

– Drafting and negotiation of recovery plans based on the different technical instruments available under the Italian bankruptcy law

– Agreements with Credit Institutions and other creditors

– Tax settlement

Italian legislative decree no. 231/2001

Starting from the entry into force of the Italian Legislative Decree no. 231/2001 BC& Studio di Consulenza Societaria Tributaria Legale has always taken care of its practical application in favor of medium and big companies. BC& has therefore accrued a significant experience in such practice area and is able to provide an excellent and tailor-made assistance during the entire creation and implementation process of the Organizational Model, including the drafting of the Ethical Code and the appointment of the Supervisory Body, the components of which are often chosen amongst BC& Professionals. BC& carries out, amongst others, the following activities:

– Evaluation, for the purposes of a proper and detailed gap analysis, of all audit systems and other internal procedures

– Risk assessment

– Impact of the Organizational Model on the company

– Drafting of the Organizational Model and of the Ethical Code

– Training courses aimed at allowing a proper divulgation and application of the Organizational Model in favor of the management, the employees and the consultants of the company

– Supervisory Bodies and consequent audits aimed at constantly verify the adequacy of the Organizational Model – drafting of the minutes of the meetings of the Supervisory Bodies

Antitrust

BC& Studio di Consulenza Societaria Tributaria Legale has accrued a significant experience in the antitrust practice area with particular focus on the following activities:

– Drafting of any filing before the Italian Antitrust Authority pursuant to Italian Law no. 287 of 10 October 1990 (concentration transactions)

– Assistance in the implementation of selective distribution agreements concerning high-end and luxury products in compliance with the relevant antitrust provisions, including the drafting of the evaluation survey to be filled-in by the potential candidates.

IP – IT & Copyright

Intellectual property (trademarks, patents, design and models) – Information Technology (software, databases and technological platforms, e-business) and Copyright.

BC& Studio di Consulenza Societaria Tributaria Legale provides a first ranking judicial and out of court assistance in respect to any and all aspects falling within the intellectual property, the information technology and the copyright practice areas such as:

– Drafting of trademarks license agreements, merchandising agreements and sponsorship agreements

– Trademarks coexistence agreements

– agreements having as object the implementation and the customization of complex IT systems

– Documents and agreements for the online sale of products and/or services via dedicated web sites

– Trademarks searches

– databases, software and intellectual properties protection

– Legal opinions

Advertising law and unfair competition

BC& Studio di Consulenza Societaria Tributaria Legale provides a first ranking judicial and out of court assistance as well as assistance before the Italian competent authority (“Giurì di Autodisciplina Pubblicitaria”) and the Italian Antitrust Authority in respect to misleading and comparative advertising. 

Our assistance is based – not only on the provisions sets forth under the Italian Civil Code in respect to unfair competition – but also on the Advertising Disciplinary Code and the consumer provisions with particular regard to:

– Drafting of advertising agency agreements, testimonial and product placement agreements

– Opinions in respect to unfair competition, prize competitions and advertising

– Opinion in respect to the dissemination of an advertising campaign, following evaluation of its compliance with any applicable law in force.

Data protection

Starting from the date when the law concerning data protection entered into force in Italy for the first time and up to the entry into force of the EU Regulation no. 679/2016, BC& Studio di Consulenza Societaria Tributaria Legale has always been involved by the Clients in such practice area being BC& Professionals constantly updated on any relevant matter thereof, as per the guidelines from time to time issued by the Italian Privacy Authority.

BC& carries out, amongst others, the following activities:

– preliminary analysis aimed at identifying any and all risks related to any kind of data processing and the measures necessary to prevent such risks

– drafting of the documentary set aimed at complying with any personal data processing rule in respect to personal data also collected online and/or via web sites for products and/or services online sale

– Opinions

Advertising & antitrust proceedings

Several Clients of BC& Studio di Consulenza Societaria Tributaria Legale are active in the field of advertising or constantly make use of advertising for promoting their business. In such a perspective, BC& Professionals regularly assist Clients in defending the advertising campaigns created/disseminated by the same before:

– The “Giurì di Autodisciplina Pubblicitaria” and

– The misleading and comparative advertising Section of the Italian Antitrust Authority

Credit recovery

BC& Studio di Consulenza Societaria Tributaria Legale also assists its loyal Clients in all out of court and judicial credit recovery activities, including preliminary evaluation concerning the economic convenience of a legal action and/or enforcement procedures; restructuring secured and standstill agreements; loss allocations; filing of bankruptcy demands and/or petitions for the admission to the bankruptcy procedure and the opposition to the bankruptcy statements of liabilities; claw-back actions. 

The experience accrued by BC& allow its Professionals to catch the Client’s needs and to find out the most convenient solutions under an economic perspective, without surcharging the credit recovery activities of further costs.