Studio Legale Delfino e Associati Willkie Farr & Gallagher LLP In 2000, the New York law firm Willkie Farr & Gallagher LLP joined the Italian law firm Delfino e Associati creating Studio Legale Delfino e Associati Willkie Farr & Gallagher LLP. Their common objective is to be the point of reference for Italian and foreign financial institutions, entrepreneurs and private equity funds for both domestic and cross-border transactions.
Internationalization Willkie Farr & Gallagher LLP was founded in 1888 in New York. In 1925, the first European office was opened in Paris and new offices were subsequently opened in London, Frankfurt and Brussels. The Firm has U.S. offices in New York and Washington (D.C.) and over 600 lawyers worldwide.
Local Roots As part of its European expansion project, Willkie Farr & Gallagher LLP has attracted lawyers and tax advisors of excellent reputation in each country it operates, who appreciate the diversity of domestic laws and customary practices in various jurisdictions. Thanks to this unique model among the large international law firms, Willkie Farr & Gallagher LLP now operates in many of the most important European financial markets with lawyers and tax advisors who are not only perfectly integrated in the international structure but also deeply rooted in their respective territories.
Strategic Vision The most important feature of the Firm is its ability to combine the strategic vision of each transaction with the technical/legal rigour of proposed solutions, in a context where international know-how matches consolidated expertise and experience at the national level. Partners and associates of the Firm have outstanding professional experience and offer clients high quality expertise and important networking in Italy and abroad.
Creativity The Firm s strength comes from its ability to provide innovative, original and ad hoc solutions, by putting all its intellectual and professional resources at the clients service in order to satisfy their needs and solve concrete problems in compliance with deontological principles and professional ethics. All of the Firm s lawyers and tax advisors are able to communicate and work in English and many also in French, Spanish or German.
M&A and Private Equity The Firm has consolidated experience in the M&A and Private Equity sectors and has participated in many of the major transactions carried out in Italy and Europe in recent years. The Firm frequently assists national and foreign clients in cross-border transactions and its lawyers stand out for their professional rigour, team work skills and ability to handle the most complex negotiations.
Approach :: The Firm s services cover all phases of M&A transactions, including preliminary case evaluation, ascertaining the most appropriate corporate and tax structure, carrying out due diligence, drafting agreements and addressing regulatory issues. :: In the Private Equity sector, the Firm assists Italian and international funds in making investments and disinvestments (venture capital, early stage, buy-out, re-leverage and turnaround) and entrepreneurs in connection with the entry of institutional investors in their companies. :: Both in M&A and Private Equity transactions, the Firm is also able to assist corporate clients with financing of transactions and the implementation of appropriate corporate governance systems.
Capital Markets The lawyers of the Firm are frequently involved in public purchase offers and public exchange offers, including hostile offers, and have contributed to the Firm s exceptional expertise and experience in capital markets. The Firm provides legal and tax assistance in the structuring, negotiating and drafting of documents necessary for the listing of companies as well as for any extraordinary finance transactions. Due to their expertise, the Firm s lawyers can assist both issuers and coordinating banks.
Activities :: Listings on the MTA and other Italian regulated markets :: 144A Offers in the United States Private placements of securities :: Structured and subordinate bonds :: Public purchase offers of Italian, European and United States companies :: Issuing structured bonds connected to securitization transactions
Litigation and Alternative Dispute Resolution The Firm assists domestic and foreign clients in commercial, corporate, bankruptcy and administrative disputes before courts and arbitrators. In cases where other dispute resolution procedures are feasible as an alternative to ordinary court litigation and arbitration, the Firm s lawyers can offer clients their extensive experience in mediation and other alternative dispute resolution procedures.
Strengths :: The Firm assists banks and financial institutions, multinational companies and entrepreneurs in legal proceedings in Italy and abroad. :: The Firm s litigation experts are accustomed to working closely with their corporate and financial law colleagues within the Firm in order to safeguard the client's best interests. This inter-departmental collaboration occurs during the pre-litigation phase, the preparation for mediation activities, the handling of alternative dispute resolution procedures and during settlement negotiations, with the ultimate objective being a practical and favourable solution for the client.
Tax Law Among the larger Italian law firms, the Firm was one of the first to have a tax department with a group of valuable, high standing tax advisors with longstanding and extensive experience in assisting Italian and foreign companies operating in Italy. Some of the Firm s tax advisors also have specific expertise to assist private clients in protecting and optimizing their personal and business assets.
Transactions :: Tax assistance on extraordinary transactions connected to M&A activities (tax structure, due diligence, tax assumptions) or company/group restructuring. :: Domestic and international tax planning, solutions to tax issues related to transfer pricing and intra-group transactions, and optimization of consolidated tax exposure of big groups, including multinationals. :: Ongoing tax assistance to clients with regard to direct and indirect tax exposure; tax opinions and solutions to any tax query and issue; obtaining tax rulings from tax authorities and assisting on foreign tax issues by involving Willkie Farr & Gallagher LLP offices or other local tax advisors. :: Assistance on any phase and level of tax litigation, preparing requests, briefs, appeals and defences.
Banking and Finance Law The Firm has a specialized group of lawyers practising banking and finance law. In addition to providing assistance to banks for the preparation of loan agreements and related security packages, the Firm makes available to its clients consolidated legal and tax experience for structuring and implementing the most complex and innovative structured finance transactions.
Specializations :: In the acquisition finance area, the Firm has acquired expertise in real estate, aeronautical and naval related transactions. :: In addition to advising on appropriate guarantees, the Firm assists its clients on risk protection products through derivatives (including swap, futures, IRS and hedging agreements).
Given the variety and complexity of transactions in which the Firm has been involved, its lawyers have also gained expertise in the following areas
Antitrust & EC Law Real Estate Through its expert lawyers based in the Rome, Milan and Brussels offices, the Firm is able to provide legal assistance for any issue or matter connected to competition law both at the domestic and EC level. The Firm has extensive experience on cases of concentrations, abuse of dominant position, restrictive trade practices, State aid and public tenders. In addition to coordinating multi-jurisdiction antitrust notices of merger transactions and reviewing related agreements, the Firm assists clients in both administrative procedures before the Italian Antitrust Authority and the European Commission, as well as legal proceedings before Italian courts and the European Court of Justice. The Firm also assists clients with respect to regulatory issues, in particular those involving the energy and utilities sectors. In the real estate sector, the Firm assists investors in financing real estate development, re-qualification and management projects. The Firm provides comprehensive service to clients by assisting in all phases of negotiations, including negotiating agreements with public authorities. The Firm has been involved in cross-border transactions and has gained significant experience in asset-backed securities. The Firm also has experience in Real Estate Investment Trusts and Listed Real Estate Investment Companies (SIIQ - Società di Investimento Immobiliare Quotate).
Finance, Insurance and Banking Regulation Insolvency and Business Restructuring Procedures The Firm assists primary Italian and international credit institutions, financial intermediaries and insurance companies on banking and finance matters. Over the years, the Firm has also gained extensive experience handling a variety of regulatory issues. The Firm liaises frequently with regulatory authorities and is able to compliment its banking and finance experience with assistance on both administrative and commercial law aspects. The Firm has been successfully involved in important Italian and international debt restructuring and business restructuring projects. In such projects, the Firm has liaised, in accordance with clients needs, with expert advisors having experience on local court practices. On an international level, Willkie Farr & Gallagher LLP is well known for its excellent reputation on business restructuring and reorganization transactions. Our lawyers also assist creditors and investors who have insolvent companies as counterparties.
Trusts and Estate Planning Labour Law The Firm has an active practice assisting high net-worth individuals and families protect and optimize their assets, including family businesses. Our lawyers are part of the Private Clients Group of Willkie Farr & Gallagher LLP and include common law lawyers, who have extensive knowledge of trust laws and significant experience in the structuring and functioning of trusts operating in Italy, as well as tax advisors with expertise in this specific sector. The Firm also has specific expertise in legal and tax aspects pertaining to the planning and formation of asset protection structures and the transfer of enterprises, including advising on issues related to the tax-efficient transfer of family businesses from one generation to another. Our expert labour lawyers assist clients on labour law and social security issues, both in litigation and non-litigation cases, which arise during the day to day activities carried out by companies or in connection with business transfers, acquisition of companies and corporate restructuring transactions. By liaising closely with the Firm s tax advisors, labour law and social security issues are addressed from a tax exposure perspective as well. Given the Firm s private equity expertise and experience, our lawyers and tax advisors can also offer specific expertise on special remunerations plans, such as stock option plans.
Environment Intellectual Property The Firm can assist clients on environmental and work safety issues that arise in connection with both M&A transactions and ordinary business activities. In particular, the Firm has gained specific expertise in handling companies environmental emission quotas. The Firm assists Italian and multinational clients on intellectual and industrial property matters covering a wide range of products including: IT, fashion, electronics, publishing, pharmaceuticals and bio-technologies. Our lawyers have extensive expertise and experience advising and negotiating agreements covering licences of trademarks, patents, know-how and software, as well as transfer, in various ways, of trademarks and patents. The Firm s lawyers can also assist clients in industrial and intellectual property rights infringement proceedings, including cases of parallel importation infringements.
Telecommunications and Media The Firm assists leading telecommunication and multi-media operators interface with the national Telecommunications Authority (AGCOM - Autorità Garante Delle Telecomunicazioni), Ministry of Communications and products providers, by advising on and handling all regulatory aspects, obtaining required licences and authorizations, and drafting and negotiating relevant agreements. Our expert lawyers also assist multi-media operators on audiovisual productions covering all aspects of the transaction, including financing and implementation of productions phases, and commercial exploitation through any means (cinema, television, home video and internet) in Italy and abroad. In this area, the Firm also assists clients on production advertising and sponsoring phases and liaises with public authorities, banks, trade unions and industrial associations operating in the multi-media sector. Energy The Firm can provide innovative and effective solutions to issues pertaining to investment and development projects for the energy and gas sector, including any regulatory, administrative and commercial law related issues, project financing and other associated issues. The Firm has gained extensive experience in the energy and gas sector by interacting with regulatory authorities and assisting major domestic and international producers and distributors, as well as assisting investment funds, banks and sponsors. Our lawyers specific expertise in this sector also covers mechanisms designed to incentivize efficient energy.
Italian Offices www.willkie.com studiodelfino@willkie.com MILAN Via Michele Barozzi, 2 20122 Milano tel: + 39 02 76 36 31 fax: + 39 02 76 36 36 36 ROME Via di Ripetta, 142 00186 Roma tel: + 39 06 68 63 61 fax: + 39 06 68 63 63 63 Willkie Farr & Gallagher LLP Offices BRUXELLES FRANKFURT LONDON NEW YORK PARIS WASHINGTON (D.C.) Editorial concept PMS Graphic concept Laura Ferriccioli Photos: Corbis, Getty, ICP, Marka