Mergers & Acquisitions

Russo De Rosa Associati legal and tax firm is a leader in integrated legal and tax assistance with sale and purchase transactions relating to corporate investments. M&A has always been the Firm’s practice of excellence alongside purchasers (in buy side transactions) and sellers (in sell side transactions) on a daily basis, whether the latter are industrial entities (also as a family composition) or institutional investors.

The Firm is the only player in the Italian market that is able to offer integrated and unified management of the legal, tax and accounting profiles of an M&A transaction at the same level of excellence, thus offering the client the possibility of interacting with one sole professional during all the stages of the transaction. The multiyear experience of the Firm’s professionals as well as horizontal integration amongst the respective competences has allowed the development of original working instruments enabling the best management of the various phases of the transaction, such as check-lists, tax burden simulation models, timetables and funds flow.

With an integrated approach in all phases of the long process which leads to closing, our assistance covers the entire lifecycle of an M&A transaction; from negotiating preliminary agreements (confidentiality agreements, letters of intent, memorandums of understanding), to the legal and tax structuring of the deal, moving through legal and tax due diligence and culminating in the preparation, negotiation and completion of contractual documents. If the type of transaction so requires, we also accompany the client through the subsequent closing activities, overseeing that contractual mechanisms are correctly executed (price adjustment, earn out, indemnities, management of restricted amounts under escrow, etc.) and ensuring that corporate fulfilments post-closing (including assistance in any merger between the vehicle company and the target company in MLBO transactions) are met.

In transactions not involving full ownership (majority or minority interest acquisitions), the Firm is able to assist managers and shareholders (including minority) in negotiating the corporate governance structures most suited to protecting their interests in the post-closing stage by means of negotiating directorship agreements and shareholders’ agreements as well as by means of preparing sophisticated articles of association for their benefit, within the terms permitted by the flexibility offered by corporate law post reform.

The Firm’s track record counts many of the most important M&A transactions of recent years and spans all economic segments, from the most traditional to those with the highest innovative and technological content, including specialist and regulated sectors (e.g. banking and markets - financial, energy, pharmaceutical, chemical, etc.). Among our numerous clients are several Italian ventures, multinational industrial groups and Italian and international institutional investors.

M&A is also an environment in which the Firm’s professionals conduct systematic study and scientific research activities, collaborating with universities, professional and category-based associations as well as giving lectures at seminars and specialist masters degree courses.