Commercial Law and Company Law

Commercial law and company law is the core business of the Firm, as well as civil law (see Civil Law).

Among other things, the Firm deals mostly with:

• antitrust legislation;

• articles of incorporation;

• commercial contracts (see Contracts);

• company/business sales and acquisitions;

• company matters including formation and re-organisation of share capital;

• Luxembourg holding company (see Luxembourg Law);

• insolvency matters (see Insolvency Law of Italy and European Union);

• joint venture;

• memorandum of association;

• partnership agreements;

• representative action;

• shareholder’s agreements;

• share options;

• travel, tourism and hospitality law (a combination of national and international law, see www.unwto.org), including various legal issues of the tourism industry (from hospitality to employment to health regulations);

• members’ voluntary winding up.

Company acquisitions are by their nature complex. Usually, a prospective buyer will want to examine the affairs of the company from top to bottom so that they know what they are buying and that the price is right. Almost inevitably there will be a considerable amount of due diligence to be undertaken in investigating the company’s financial position and its assets and liabilities, machinery and equipment, issues relating to contract claims, employees etc.

Commercial and company law is a combination of national law and European Union law (e.g. rules on formation, capital, disclosure requirements, accounting and financial reporting, domestic mergers and divisions, shareholders’ rights etc.). The European Union rules (company law directives) in this area aim to:

• enable businesses to be set up anywhere in the European single market;

• provide protection for shareholders and other parties with a particular interest in companies;

• make business more efficient and competitive;

• encourage businesses based in different European Union countries to cooperate with each other.

We represent our Clients before the judge in any type of dispute (domestic or cross-border disputes) related to the abovementioned matters (see Litigation, Arbitration and Alternative Disputes Resolution).