Practice
Areas

Corporate/M&A

The Corporate team’s lawyers have experience in corporate law, both in relation to ordinary management and extraordinary transactions, as well as in any related litigation. In particular, the firm advises its clients in the M&A, private equity and venture capital sectors, providing advice on acquisitions, mergers and demergers, investment, disinvestment, business and business unit transfer and lease, joint ventures, leveraged buy-outs (LBOs) and management buy-outs (MBOs), as well as all steps leading to the transaction (due diligence, negotiation, drafting of relevant contracts — including letters of intent, preliminary agreements, share/quota purchase agreements, option and pre-emption pacts — assistance at signing and closing, etc.). The firm also advises its clients in the complex area of corporate governance, in relations between shareholders and between shareholders and corporate bodies, supporting day-by-day management at all stages of the business: incorporation, development of the corporate purpose in the reference market, management of relationships with strategic partners, and assessment of the most suitable structure to match the company’s features and growth potential, also with a view to internationalisation.

Commercial Contracts

The firm has developed extensive experience in advising clients on the drafting, review and negotiation of business contracts, both domestically and in European and international contexts. Our professionals routinely work on instruments such as inter-company cooperation agreements, distribution, agency, franchising, consultancy, supply and sub-supply contracts, sales of movable goods and general terms and conditions of sale (including in consumer relationships), as well as intra-group agreements (cash pooling). We support both entrepreneurs directly and interface with the general counsel of client companies and the operational teams of their respective business functions, adopting a legal risk management approach. We also advise on lease agreements, real estate purchase contracts and business transfer agreements. Our support covers both the out-of-court phase and any related litigation, providing assistance in all judicial and arbitration proceedings concerning contracts, throughout Italy and internationally through an extensive network of Best Friends operating in different jurisdictions.

Banking & Finance

Leading Law advises investment funds, industrial companies, banks and financial institutions on banking & finance matters, with particular reference to: shareholder loans, syndicated loans, cash pooling, guarantees, sureties and letters of credit, the structuring and issuance of participative financial instruments, drafting of financing agreements, maintaining relationships with supervisory authorities, incorporation of financial services companies, implementation of new regulations and provisions, and advice on banking contracts. The firm’s assistance covers a wide range of transactions, including: project and structured finance, real estate finance, acquisition finance and securitisation of both performing and non-performing loans (NPLs), corporate finance, with particular reference to M&A and private equity transactions, leveraged buy-outs (LBOs), management buy-outs (MBOs) and buy-ins (MBIs), equity carve-outs (ECOs), earn-out agreements and vendor notes. The firm also provides assistance in litigation, including interim proceedings and ADR, including proceedings before the Banking and Financial Ombudsman (ABF) and the Financial Disputes Arbitrator (ACF). Leading Law also advises its clients in criminal proceedings, both in relation to banking criminal law (banking usury, offences under the Consolidated Banking Act) and financial markets criminal law (offences under the Consolidated Finance Act, market manipulation, insider trading, abusive activity, unfaithful management, confusion of assets, obstruction of the supervisory functions of the Bank of Italy and Consob).

Corporate Restructuring and Insolvency

Leading Law, drawing on many years of experience in corporate restructuring and insolvency proceedings, offers legal assistance — both out of court and in court — on multiple aspects of corporate distress, in both the pre-insolvency phase and any subsequent phase following judicial liquidation. Our support extends to situations involving debtors subject to proceedings in Italy and, at the same time, in other jurisdictions. In particular, Leading Law advises banks, investment funds and other investors on transactions involving the acquisition and rescue of financially distressed companies, and represents receivers and commissioners in the various procedures provided for by the Business Crisis Code. The firm covers both the public and private sphere, dealing with asset recovery, certified restructuring plans, debt restructuring agreements, arrangements with creditors, activities supporting the reconstitution and liquidation of assets, over-indebtedness resolution procedures, clawback actions, liability actions against directors of insolvent companies, and damages actions in criminal proceedings for insolvency-related offences (simple bankruptcy, fraudulent bankruptcy — both patrimonial and documentary — preferential bankruptcy, improper bankruptcy, aggravation of insolvency, false attestations and reports).

Employment and Labour Law

Leading Law advises its clients on employment and industrial relations matters, also in connection with extraordinary corporate transactions, on the drafting of all types of contract related to the employment relationship, and on court representation. In particular, we advise and represent clients in all disputes relating to employment relationships (individual or collective dismissals, duties, pay differentials, remote monitoring tools, actions for the assessment of the subordinate nature of the relationship, executives, temporary agency work, apprenticeship, internships, workplace health and safety, damages), agency and industrial relations disputes (proceedings under art. 28 of the Workers’ Statute). The Labour department also handles inspection and social security-related litigation. Our professionals have extensive experience in drafting employment contracts (part-time, fixed-term, probationary period, non-compete covenants, minimum guaranteed duration, executive pay), self-employment agreements (including in the form of collaboration organised by the principal), on-call work, agency, brokerage and business finding, and generally in the management of employment relationships in the banking, retail, crafts, insurance, construction and metalworking sectors. The firm assists clients in analysing and preparing documentation aimed at protecting personal data (privacy), also with reference to the use of work tools (video surveillance, email, internet, telephone, GPS), and in related litigation.

Corporate Administrative Liability – Legislative Decree 231/01 Compliance

Leading Law supports its clients in developing and updating the Organisational Models for the Management and Control of companies, as well as in preparing the operational procedures necessary for the effective implementation of such Models. The assistance covers analysis of existing governance models (e.g., roles and responsibilities, delegations and powers) and operational frameworks (e.g., procedures and processes); identification of the company’s level of exposure to the risk of committing offences under Legislative Decree 231/2001 and mapping of specific offence-related risks; and preparation of the Organisation, Management and Control Model and the Code of Ethics. The firm’s lawyers are members of numerous Supervisory Boards established under Legislative Decree 231/2001 and also advise on the subsequent phase of practical implementation of the Models. In addition, Leading Law assists clients in criminal proceedings arising from potential breaches of the Model.

IT/TMT/Data Protection

Leading Law provides strategic legal advice on IT/TMT and regulatory matters, including advice on licensing agreements, software contracts, cybersecurity and IT products and services. Leading Law assists major players in the technology and telecoms sectors in civil court proceedings, and supports clients in complying with regulatory obligations and in negotiating and finalising contracts related to their activities. The firm’s multidisciplinary advice is therefore able to offer highly innovative, tailored solutions and to understand sector business models, together with the opportunities and critical issues linked to technological evolution. Leading Law assists individuals, companies and public bodies on the protection and processing of personal data. In particular, the firm analyses data processing activities carried out by the client and performs data protection impact assessments (DPIAs). Based on the results of that analysis and after assessing the risk profiles, we assist clients in drafting, integrating and reviewing privacy documentation (with periodically scheduled audits) needed to comply with the applicable law, with particular reference to the drafting of privacy notices under art. 13 GDPR, data processing agreements, joint controller arrangements, appointments of external data processors, as well as any DPO appointments and authorisation deeds under art. 29 GDPR. Leading Law supports the client in developing an organisational model with specific data processing procedures, in line with the principles of privacy by design and by default. Our professionals also regularly act as Data Protection Officers. Leading Law also assists clients in proceedings before the Italian Data Protection Authority and the courts.

ESG

ESG criteria (Environmental, Social and Governance) are becoming conditions for the existence and medium-to-long-term survival of organisations and companies, which need to align with sustainability standards also to attract new investors. Leading Law supports its clients in the process of transformation and adaptation to the new needs linked to ESG factors. In particular, the team’s professionals assist businesses in identifying Sustainability Goals and building processes to measure impact, in developing human capital inclusion policies aimed at fostering inclusiveness. Clients are also supported in the process of conversion into Benefit Corporations.

Corporate Criminal Law

The professionals of the Corporate Criminal Law department advise on any judicial and out-of-court matter that may arise from the most sensitive activities of companies and entities. In particular, Leading Law has extensive experience in bankruptcy-related criminal law (simple bankruptcy, fraudulent bankruptcy — both patrimonial and documentary — preferential bankruptcy, improper bankruptcy, aggravation of insolvency, false attestations and reports, abusive recourse to credit), tax criminal law (fraudulent declaration using invoices or other documents for non-existent transactions, fraudulent declaration by other means, unfaithful and omitted declaration, issuance of invoices or other documents for non-existent transactions, concealment or destruction of accounting documents, failure to pay withholdings due or certified, failure to pay VAT, undue set-off, fraudulent withdrawal from tax payment) and corporate criminal law (market manipulation, false company communications, insider trading), advising on the defence of directors of partnerships and companies, statutory auditors, auditors and managers, as well as on the protection of third parties who are victims of the relevant offences.

Health and Safety in the Workplace

Leading Law provides both judicial and out-of-court assistance in matters concerning workplace health and safety, such as the liability of company directors, safety representatives and the operation of the related delegations of functions. The experience developed by the firm allows us to provide legal and technical advice to all safety actors (employer, safety delegate, company supervisors, RSPP, RLS, occupational physician), including in managing relationships with institutional bodies such as INPS and INAIL. In particular, the firm deals with the preparation and drafting of all necessary documents, such as the identification deed of the employer and related delegations. Our advisory work also covers assistance during all inspection phases by supervisory and control Authorities, proposing solutions tailored to each client’s specific circumstances, and providing the most appropriate choices to comply with or challenge any inspection reports. As regards judicial assistance, the firm’s professionals ensure the defence, before the courts, of the figures identified by Legislative Decree 81/2008 for alleged breaches of workplace safety regulations, for criminal liability following inspections by competent bodies resulting in an inspection report and prescription, and for civil and criminal liability in proceedings arising from workplace accidents or occupational diseases.

Litigation, Arbitration and ADR

The firm advises and assists individuals, companies, financial institutions and investment funds both in the pre-litigation phase and in litigation before the ordinary courts and in arbitration proceedings, where its professionals act, as the case may be, as party counsel or as arbitrators. This has allowed the firm’s professionals to gain wide experience in preventing, tackling and resolving all types of dispute, assessing risk profiles and strategically planning judicial activity, with a synergic approach across the different disciplinary competences of each of them. Over the years, the firm has also developed a specific competence in alternative dispute resolution (ADR) procedures, with particular reference to assisted negotiation and voluntary and delegated mediation.

Administrative Law

Leading Law provides judicial and out-of-court advice to public and private entities in the main areas of administrative law: public works tenders and concessions (in all phases of the procedure, including reliance mechanisms, subcontracting, temporary business groupings, project financing, etc.), services and supplies, restructuring or privatisation of public shareholdings, public-private partnerships, urban planning and building, project finance, public funding schemes, local public services, infrastructure and transport, pharmaceuticals and healthcare, cultural and environmental heritage, proceedings before independent administrative authorities (with particular reference to AGCM sanctioning proceedings), expropriations for public utility (with particular reference to challenges to declarations of public utility and expropriation decrees, disputes over urgent occupation, determination of expropriation compensation and compensation and damages claims under art. 42-bis TUE), school law, public waters, public competitions, tourism, protection of diffuse interests, personal data protection, local public services (with particular reference to service award procedures), energy law, common uses, telecommunications, and interactions with European law.

Tax

Through its partnership with Advest TLC, the firm advises on corporate and group taxation, international taxation, transfer pricing, cooperative tax compliance and tax aspects of M&A transactions. Our professionals also routinely handle relationships with the tax authorities, including international rulings and tax rulings, tax audits, assessments and tax litigation.

Real Estate

Leading Law, through its professional network of specialists in real estate, advises investment funds, construction companies, developers and private individuals across every area of real estate law. In particular, we advise on real estate purchase and sale transactions; the drafting and registration of lease agreements — including commercial and financial leases — as well as the preparation of management and works contracts for the development and refurbishment of real estate complexes.

Energy and Infrastructure

Leading Law advises Italian and international, public and private companies on the drafting of energy contracts, in particular distribution, transportation, import, export, consumer sales and balancing agreements. Our advisory work also covers the management of administrative proceedings and litigation before the competent authorities in the traditional and renewable energy sector — including ARERA, the Italian Competition Authority (AGCM), the Administrative Judicial Authority and GSE. The firm also assists clients in the large infrastructure sector — including motorways, rail, airport and port infrastructure — including in relation to participation in national public tenders.

Environmental Law

Leading Law operates across the various areas of environmental law, also with a view to unlocking the potential of new sectors or requalifying traditional ones, supporting public and private clients in achieving their environmental sustainability goals and assisting them from the interpretation of national and EU sources on the matter. Leading Law advises clients on remediation proceedings, authorisation, renewal and review proceedings, BAT (best available techniques) adaptation and due diligence work for the management and transfer of environmental risk, as well as audits on environmental protection management. Leading Law also supports public bodies and companies in developing corporate environmental policies and has extensive experience in defending directors and companies in criminal proceedings concerning breaches of environmental legislation (e.g., illegal waste trafficking, environmental pollution, environmental disasters, failure to remediate, breaches of Integrated Environmental Authorisations, illegal waste management, illegal landfills, etc.), including the new environmental offences introduced by Law no. 68/2015 (environmental pollution, environmental disaster, trafficking and abandonment of highly radioactive material, obstruction of inspections, failure to remediate).

Pharmaceutical Law

Leading Law’s Pharmaceutical Law department is led by a team of highly specialised professionals in this sector. The team has extensive experience in the field, built on daily advisory and assistance work for pharmacies, cooperatives, consortia, networks and pharmacy chains operating throughout Italy, across the various areas of law applicable to the sector, through a vertical approach able to meet every legal need of the industry. The department also provides ongoing support to leading intermediate distributors of medicinal products and parapharmaceuticals, the most prominent players in pharmaceutical e-commerce, as well as manufacturers and suppliers of medical devices, digital healthcare solutions and services linked to the pharmaceutical and wider healthcare world — including the full area of telemedicine applied to the pharmacy channel — covering both regulatory and licensing aspects and contractual and organisational issues.

Agri-food Law

Agri-food Law Our focus team in agri-food law advises Italian and foreign businesses operating along the agri-food supply chain, as well as trade associations representing sector operators. In particular, on the civil side, the firm is specialised in litigation concerning agri-commodities, including organic products, both before the ordinary courts and before arbitration bodies — including those established within trade associations. It is also specialised in commercial contracts, advice on advertising claims for agri-food products, and matters relating to food hygiene and handling. On the criminal side, the firm also provides representation in proceedings involving food-related offences. The firm further supports its clients on regulatory matters, including compliance of food composition — also for pet food — as well as beverages, supplements and food additives with the applicable sector regulations.

Insurance Law

Leading Law assists its clients in transactions involving the acquisition of shareholdings in insurance companies. The firm advises on insurance intermediation and regulatory matters, with particular focus on production and distribution issues, dealings with IVASS and proceedings before AGCM. The firm has extensive experience in advising insurance and reinsurance companies at all stages of their business: from the creation and development of new products, to claims management, coverage analysis, extraordinary transactions and relations with intermediaries and between insurers, coinsurers and reinsurers. The firm also has a solid, proven track record in insurance litigation, both civil and arbitration.

Credit Risk Management

Leading Law provides advice to its clients — including leading national players — on the management of non-performing loans (NPLs and Unlikely-To-Pay), supporting originators, arrangers and acquiring investors with detailed due diligence, or advising sellers in the transfer or acquisition of large portfolios of various asset types or single assets. The team offers servicing, management and debt recovery services, adopting an integrated approach aimed at streamlining recovery activity in the pre-litigation, injunction and enforcement phases throughout Italy.

Startups and Innovation

The Startups and Innovation team advises start-ups active in all industrial sectors, as well as institutional and private investors (business angels and club deals). In particular, the firm supports its clients from the very outset of the business, assisting them in the assessment of the feasibility of projects and the management of relevant regulatory aspects, in the choice of corporate vehicle, in its incorporation and in the preparation of term sheets, articles of association and shareholders’ agreements, as well as in the protection of intellectual property and the preparation of work-for-equity plans for investors. Entrepreneurs and investors are also advised on capital increases or the issue of financial instruments and SAFEs — including via work-for-equity platforms — as well as in the exit phase. To develop new business opportunities, the firm makes its national and international network of relationships available to entrepreneurs, investors and advisors, also through the organisation of seminars that serve as an important meeting and networking point for sector operators.

Maritime, Navigation and Transport Law

On all issues linked to their respective business activities, Leading Law offers advisory services, nationally and internationally, to shipowners, shipyards, financiers, charterers, shipping agencies, insurance companies, P&I Clubs, brokers, companies operating in the cruise sector, sea and inland shipping companies and port operators. The firm advises on the negotiation and drafting of contracts governing the construction/sale/financing of vessels, as well as their technical and commercial management. In this segment, the firm advises operators on the choice of corporate structure and on restructuring, mergers, demergers, leveraged buy-outs, acquisitions, debt restructuring and insolvency proceedings. The expertise developed in the sector also allows the firm to extend its offering to transport (of goods and passengers), maritime casualties and related insurance matters. Its professional offering covers all contractual relationships governing the maritime sector — including those relating to financial and/or insurance instruments (leasing, bank guarantees, sureties, etc.) — and any related litigation. The firm appears before all jurisdictions (Supreme and arbitration) providing assistance in civil, administrative, tax/accounting and criminal litigation, including matters connected to navigation.

Yachting Law

Leading Law, with its multidisciplinary approach, is able to offer a broad range of legal services, both domestic and international, to the entire yachting community — identified in supply-chain operators (shipyards, yacht brokers, insurance and financial bodies, dealers, port managers, marinas, trade associations), owners of commercial or pleasure yachts, as well as seafarers, recreational boaters and end users of the various services. The firm supports companies and entities operating in the yachting sector in the negotiation and drafting of all sector contracts, including those relating to financial and/or insurance instruments (leasing, bank guarantees, sureties, etc.). In addition to shipyards, in the construction/sale of pleasure vessels, mega yachts or leisure boats, the firm advises shipping companies at every stage of their business: incorporation, choice or change of flag state, operation of commercial yachts, negotiation of hull and P&I policies, negotiation of related business contracts including crewing agreements. The firm also supports yacht brokers on maritime brokerage matters and architects, including in intellectual property protection processes for yacht design. Its professional offering is completed by advisory work in customs matters, as well as in mergers/acquisitions, corporate restructuring and insolvency proceedings. The firm appears before all jurisdictions (Supreme and arbitration) providing assistance in civil, administrative, tax/accounting and criminal litigation, including matters connected to navigation.

Sports Law

Leading Law advises both athletes and sports clubs on the negotiation and drafting of commercial agreements relating to sports law, national and international transfers, releases and appeals before sports justice bodies. In particular, the firm offers assistance in:

• National and international arbitration (in economic, disciplinary, administrative and technical matters);
• Sporting offences — both criminal and civil — regarding the liability of athletes, operators of sports facilities, instructors, and organisers of sporting events and competitions;
• Contract work concerning subordinate and self-employed sports work and practical effects of Law no. 91 of 1981;
• Law no. 398 of 1991, rules on professional and amateur sports activities and organisational, operational and tax management;
• Litigation on sports justice matters and arbitration such as sporting offences, doping procedures and disciplinary breaches;
• Management of sports facilities, event and competition organisation, sponsorship and merchandising agreements;
• International and national regulation of sports disciplines with reference to the Bosman ruling and its applications;
• Assignment of image, name and derivative rights of professional athletes;
• Acquisition of or investment in sports clubs, amateur associations and companies.

Wealth Management and Trusts

Leading Law advises its clients (individuals, families, entrepreneurs, companies — including fiduciary and asset management companies, banks, insurance companies and non-profit entities) on the management of financial, real estate and movable assets. In particular, the firm provides advice on family funds, fiduciary arrangements, family holdings, generational transitions, family pacts, restructuring and reorganisation of assets, life insurance policies, deeds of allocation under art. 2645-ter of the Italian Civil Code, dedicated assets under arts. 2447-bis et seq. of the Italian Civil Code, and other instruments for the separation, protection and encumbrance of assets, including philanthropic activities, including the incorporation and organisational management of foundations, associations and committees. In Private Wealth, the firm also offers competence and professionalism in wealth planning through the trust instrument, in the various forms in which it may take shape, covering all stages of implementation (drafting of the deed of establishment, support to the trustee in asset management, transfer to the beneficiary, etc.) and the various parties involved (settlor, trustee, protector, beneficiaries), also with reference to tax aspects.

Gifts and Inheritance

Leading Law’s professionals have developed extensive experience in gifts and inheritance matters. Our professionals provide advice both on the drafting of deeds of gift (in favour of a spouse, children, in view of a future marriage, with rights of usufruct, revocation of gifts) and on the management of the tax aspects of such deeds. In addition, in inheritance matters, they support clients on issues of wills, acceptance (pure and simple or with benefit of inventory) or waiver of the inheritance, in disputes between heirs (actions for reduction of inheritance, actions for inheritance recovery, hereditary divisions, fractionations, transfer of shares), as well as the tax aspects of inheritance matters.

Family Law

The firm advises on all areas of family law, both in personal and property matters. In particular, clients are supported in negotiations (collaborative practice and assisted negotiation) and in court proceedings (separations, divorces, modification of separation or divorce conditions, dissolution of civil unions, definition of de facto cohabitations) aimed at defining the personal relationship of the couple. In addition, the firm handles the property aspects of the family through the drafting and review of matrimonial agreements, family funds, fiduciary arrangements, and family pacts. The firm’s professionals have also developed extensive experience in juvenile law, aimed at protecting the fundamental rights of children, both as special guardians for minors and as counsel to the parental couple, providing assistance in adoptability proceedings, national and international adoption, adoption in special cases under art. 44 letter d) of Law no. 184/1983, international child abduction, as well as questions relating to the limitation, suspension and revocation of parental responsibility, and actions for recognition and disavowal of paternity and maternity. Finally, Leading Law assists vulnerable individuals (the elderly, incapacitated adults and, generally, persons in need of protection) by representing them in support administration, incapacitation and interdiction proceedings and in the management and asset-related activity following the opening of such protection, also offering assistance to families in drafting the relevant petitions to the Guardianship Judge in favour of minors.

Art Law

The Art Law team advises clients on any matter concerning works of art and copyright relating to figurative arts and any other form of expression, such as music, literature, film and theatre. Drawing on the experience developed over time, the firm’s professionals are able to provide legal advice to collectors, art galleries, artists, museums, arts organisations, foundations and charities. The firm is also equipped to protect the owner of a work of art in disputes concerning authenticity, working with some of the most authoritative specialists in the field, including for the purpose of assessing the value or condition of the works.

Third Sector

Leading Law provides professional and legal advice to third-sector bodies, social promotion associations and volunteer organisations, offering specialist assistance on incorporation, procedures for registration in the single national registry, governance and inter-body relations, dealings with public authorities and management of relations with members, employees and volunteers. In addition, the firm has professionals with a strong track record in adapting the statutes of third-sector entities in light of the changes introduced by the Third Sector Code (Legislative Decree 117/2017), or in converting them from associations into foundations or vice versa, as well as in the pre-contractual, contractual and post-contractual management of assets and in resolving disputes concerning employment relationships.

ASEAN business & legal desk

Leading Law has established an ASEAN business & legal desk, operating between Milan and Singapore, created to provide multi-professional advisory services in terms of business development, strategic and legal assistance, and to foster relationships — also at institutional level — with the ASEAN countries. The legal risk management process is led by the firm’s professionals, starting from the shared identification of the goals of the assisted companies, followed by a path of building and implementing the most effective legal solutions, in coordination with foreign firms tied to Leading Law by a “best friendship” and operating in the jurisdictions of the relevant markets.