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practice
Corporate and commercial transactions

Macchi di Cellere Gangemi renders advice in corporate and commercial law in general for Italian and foreign companies at every stage of their formation and activities, providing assistance both in incorporation and ordinary and extraordinary services.

Corporate - Macchi di Cellere Gangemi renders, through attorneys in the respective department, consulting and assistance to its Italian and foreign clients on corporate law. In addition to legal assistance in the incorporation and liquidation of companies and commercial enterprises in general, keeping corporate books, support in activities of daily management of the company, the Firm also deals with drafting of shareholder agreements, including block voting groups, other agreements or arrangements between shareholders, including non-compete agreements, and assistance in relation to shareholders' resolutions of particular relevance. Some partners of the Firm are members of boards of directors and boards of auditors of Italian companies, putting their experience in the matter at the service of shareholders.

Corporate Governance - With particular attention to issues relating to corporate governance, the Firm has extensive experience with respect to all the profiles associated with this matter, the structures of administration and control, the activities of administrative bodies and shareholders’ meetings. Our attorneys regularly provide advice to these bodies concerning the powers, duties and responsibilities within and outside the companies themselves. The corporate department has also developed specialized legal services to enable companies to adapt corporate structures and strategies to the most recent regulatory reforms.

Contracts and distribution - The Firm addresses, in particular, the negotiation and drafting of contracts for the supply of services and works, and distribution contracts (sale concessions, agency, franchising, etc.), while also following up on subsequent implementation and enforcement phases. In this context, our attorneys assist clients of the Firm concerning the negotiation and drafting of EPC (Engineering, Procurement and Construction) and EPCC (Engineering, Procurement, Construction, Commissioning) contracts.

Business lease contracts - Our attorneys deal with issues relating to procedures for leasing businesses, from the negotiation and drafting of the relevant contracts to assistance to the client on all issues that may arise during implementation. The consultancy concerns the structuring of the transaction, including related corporate, financial, tax and bankruptcy aspects.

Joint ventures and temporary consortiums - The Firm advises its clients on the structuring, negotiation and drafting of joint venture agreements implemented through (i) the incorporation of new companies among the participants (corporate joint venture), or (ii) the signing of specific agreements of collaboration among the participants (contractual joint ventures), also in the form of a temporary consortium (associazione temporanea d’impresa or ATI), the latter mainly aimed at the creation of major works. In this regard, the Firm provides its clients the necessary consultancy and assistance on the preparation of documentation (framework agreements, shareholder agreements, corporate documents, etc.), as well as on the stage of completion of operations.

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