Corporate governance
Articles, shareholders' agreements, delegated powers, internal rules, minutes and prevention of shareholder disputes.
Italian legal counsel · Corporate & Commercial
Corporate and commercial
Italian corporate governance and commercial agreements designed around the business model, growth strategy and industrial relationships.
01 / Scope
Issues we address
Legal analysis begins with the operating facts. These are recurring questions, but scope and priorities are defined for each project.
- 01Aligning articles, shareholders' agreements, delegated powers and decision processes when new investors or business lines alter the balance.
- 02Turning term sheets and operating arrangements into contracts that define performance, ownership, liability and credible exit routes.
- 03Managing suppliers, distributors and international partners without inconsistencies between general terms, orders and commercial practice.
- 04Preparing for investment, transactions or due diligence by organising contracts, approvals and intangible assets.
02 / Services
Legal services
The work may cover one issue or coordinate several workstreams. Scope, assumptions and deliverables are agreed before the engagement.
B2B agreements
Supply, distribution, agency, services, outsourcing, research, development and standard terms.
Partnerships
Letters of intent, NDAs, memoranda, consortia, collaboration agreements and ownership of project results.
Growth and investment
Legal support for funding rounds, capital increases, participative instruments and transaction readiness.
Corporate transactions
Due diligence, acquisitions, business transfers and coordination of completion steps under Italian law.
Cross-border contracts
Governing law, jurisdiction, compliance, payment, warranties and management of bilingual documentation.
03 / Framework
Essential legal framework
The applicable framework depends on the activity, parties and jurisdictions. The following sources are a starting point, not an exhaustive list.
Italian Civil Code
Company law, authority, directors' duties and general contract rules form the core framework.
EU law and competition
Distribution, licensing, information exchanges and supply-chain relationships may require antitrust and internal-market review.
IP and data
Intangible assets and information flows should be identified and allocated consistently across corporate and commercial documents.
Sector-specific rules
Authorisations, investment screening, export controls or supply-chain duties may affect transaction structure.
04 / Method
A method built around the matter
The Firm combines legal analysis with an understanding of the operational context. Advice identifies assumptions, dependencies and decisions rather than presenting regulation in the abstract.
Map the facts
We identify the operating model, parties, documents, technologies, decisions and deadlines.
Define the framework
We distinguish binding duties, contractual choices, uncertainties and issues requiring technical input.
Set priorities
Options are presented with consequences, dependencies and a sequence that the organisation can execute.
Support execution
We assist with documents, negotiations, internal decisions and engagement with counterparties or authorities.
05 / Connections
Related practices and analysis
06 / FAQ
Frequently asked questions
Do articles and a shareholders' agreement serve the same purpose?
No. Articles govern the company and are public; a shareholders' agreement binds its parties. Their content and coordination depend on the objective.
When is a letter of intent useful?
It can set the process, confidentiality, exclusivity and conditions before definitive documents. The binding and non-binding provisions should be explicit.
Can one contract template serve every customer?
A template is a starting point. Product, channel, bargaining power, data, jurisdictions and risk allocation require adjustment.
What makes an Italian company ready for due diligence?
Consistent corporate records, retrievable contracts, clear ownership of assets, permits and a transparent account of material issues.
Discuss the Italian or EU dimension of your project.
Describe the activity, the decision to be made and any deadline. An initial exchange helps identify conflicts, scope and the information required. Sending an enquiry does not create a lawyer-client relationship.