Corporate Law & M&A

RASS – Studio Legale Rinaldi e Associati provides qualified and accurate assistance and assistance in several areas of corporate law, corporate finance and M&A, which represent the core business of the Firm.

RASS – Studio Legale Rinaldi e Associati has specialised in this area thanks to a strong expertise gained throughout decades of activity, representing both national and international clients (primary industrial and financial investors) in the management of their companies and businesses in Italy and abroad.

The professionals and the teams handling Corporate Law, Corporate Finance and M&A may provide ongoing assistance to clients in relation to day-to-day matters and extraordinary transactions by providing an extensive range of customised services in all areas of Corporate Law, Corporate Finance and M&A, including:

  • Analysis and definition of the structure of extraordinary transactions, and determination of the impacts (including under a labor law, antitrust and a regulatory standpoint)
  • Acquisition and sale of companies (with 100% control and/or majority or minority stakes)
  • Shareholders’ agreements
  • Transfers and contributions of undertakings and assets (both under a transferor and transferee side)
  • Mergers and de-mergers
  • Capital transactions and definition of the financial structure: venture capital, debt and “hybrid” instrumens financing
  • Joint Ventures (both contractual and corporate) and consortia
  • Private Equity
  • Venture Capital
  • Due Diligence
  • Negotiations
  • Assistance in drawing up the  contractual documents (NDA, Letter of Intent, Term-Sheet, SPA, R&W, escrow agreement, financing and correlated real or personal guarantees, merger/de-merger plans and the related resolutions and deeds by the corporate bodies).

As regards Corporate Law, the assistance and advice services the Firm offers include:

  • Incorporation of a company (including Innovative Start-ups), with definition of the  corporate governance  structure and the drafting of the memorandums of association; transformation, dissolution and liquidation of companies.
  • Corporate governance with analysis and definition of the relationships between shareholders, intra-group relationships, corporate administration and control systems, shareholdings, structure of the powers, delegations, proxies and functions (including on environmental, health and safety  and processing of personal data issues)
  • Inter-generational ownership change of the family business
  • Direction and coordination on companies
  • Corporate services (drafting of the minutes for the corporate bodies, attendance in the shareholders’ meetings; corporate book-keeping, domiciliations; assistance in the corporate formalities and fulfilments; drawing up of opinions and legal opinions)
  • Holding of offices as non-executive Directors.

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