Private Equity

For many years, the private equity sector has been the core business of Russo De Rosa Associati. Indeed, the Firm has acquired a position of reference in the private equity market, having worked side by side with almost every fund (both Italian and International) active in the Italian market. As part of its track record it can count some of the main private equity deals completed over the last decade. The Firm’s leadership in this practice area is confirmed by market surveys which place the Firm in first place amongst the tax advisors and amongst those in the top position as legal advisor (source SDA Bocconi).

The Firm assists private equity funds in investment transactions (whole share, majority or minority interest) including in the form of joint-investment with other funds and can boast consolidated experience in disinvestment transaction assistance as well (including by means of secondary buy-out), implemented by means of bilateral negotiations or by means of competitive processes, as well as through listing on regulated markets (including dual track procedures). The Firm is particularly aware of the importance and intricacies of a successful disinvestment and is able to offer a particularly well-qualified consultancy from both the legal and tax points of view in relation to exit instruments typical of private equity. An example of such an approach and the Firm’s commitment to technical excellence is the constant research and professional reflection upon disinvestment tools such as privileges in the distribution of profits and/or proceeds from the sale and investments associated with joint-sale clauses (liquidation preference and disproportional transfer price mechanisms), as well as upon mechanisms ensuring the stability of the corporate shareholding structure in the event of transfers mortis causa and, more generally, reflection upon the rules of corporate governance.

In sell-side transactions, the Firm asserts itself as a privileged interlocutor for all entrepreneurs considering private equity as a useful instrument for consolidating and expanding their corporate activity, or as a valid means for solving corporate governance issues or those of intergenerational transfers, or further still as an instrument for monetising (wholly or partially) the corporate value created. For these clients, the Firm is able to offer a preliminary service entailing “preparation for the private equity transaction”; this consists of a guided path that helps the company to perform the appropriate processes of self-analysis (legal, tax and accounting), to correct or adapt its policies and to prepare itself for the due diligence process which shall be conducted by the fund advisors. Throughout the subsequent negotiation activity, the client then benefits from the Firm’s profound knowledge of the dialectics and dynamics of such a sector, as well as its mastery of the solutions used in market practice, which accompanies the implementation of tailor made solutions built on the basis of the specific requirements represented by the entrepreneur (who is often asked to reinvest part of the collected proceeds and/or keep a managerial role in the target).

The professional approach adopted by the Firm is that of “turnkey” and integrated assistance: the client (whether a private equity fund or the selling shareholder) is shadowed during the entire lifecycle of the transaction (from preliminary contacts and documents to closing and post-closing of the deal) by a team composed of chartered accountants and lawyers capable of offering unified consultancy in relation to the legal, tax and accounting profiles of the transaction, so that the client is guaranteed the possibility of interacting with one sole professional interlocutor.

The Firm is a member of the Italian Private Equity and Venture Capital Association (AIFI) and collaborates with the Private Equity Lab of SDA Bocconi, with which it has realised numerous publications and held various seminars on the topic of private equity.