News and Press

Rino Caiazzo wins for Gala and Aiget before the State Council

Prof. Federico Tedeschini, assisted by Grazia Gaspari, and Rino Caiazzo (in the picture), assisted by Enrico Di Tomaso, the latters of the law firm Caiazzo Donnini Pappalardo & Associati, have successfully defended before the State Council (Consiglio di Stato) Gala Spa (and Rino Caiazzo also AIGET - Associazione Italiana di Grossisti di Energia e Trader) in the case of the appeals filed by the energy regulator, Autorità per l’energia elettrica, il gas e il sistema idrico (AEEGSI) and e-distribuzione Spa against the judgments issued by Tar Lombardia last January whereby  the AEEGSI Resolution 268/2015/R/eel concerning the “Codice di rete tipo per il servizio di trasporto dell’energia elettrica: disposizioni in merito alle garanzie contrattuali ed alla fatturazione del servizio” (rules on the electricity transportation service) had been partially annulled.

The State Council has rejected the appeals and confirmed the annulment of the Resolution with regard to the obligation of the traders to provide guarantees to the distributors also for the payment of the so called “oneri di sistema” (levies utilized by the State for interventions of public interest), even in case of non payment by the final client, since such levies bear upon  the final clients in respect to their energy consumptions, by adding that AEEGSI does not have the power to intervene in the contracts between traders and distributors as to obligations and levies that the law charges upon third parties ((therefore out of the scope and subject matter of the electricity transportation contracts). The State Council has expressly mentioned that the relationships between distributors/traders/final clients is subject also to European rules (Directive 72/2009) and that the different status established by the annulled Resolution created a vulnus to the competitive capacity of the traders (citing to this purpose the related communication of the Italian Antitrust Authority of 21 July 2017).

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Caiazzo Donnini Pappalardo & Associates together with the banks in a syndicated contract of 50 million to HB Trading

Giulio Tognazzi, partner of  Caiazzo Donnini Pappalardo & Associates, assisted a pool of banks formed by BNL Gruppo BNP Paribas, which also acted as ...

Arranger and Agent, Credit Agricole Carispezia, Banco di Sardegna, Banca del Mezzogiorno – Mediocredito Centrale, Banco BPM and UBI Banca in the drafting and negotiation of a structured credit granting transaction for Euro 50,000,000.00 in favour of HB Trading, an Italian company, active in the gas and electricity sectors. The contract is structured in three facilities: of which two loan facilities in Euro and one credit facility multicurrency (Euro and USD).
 

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Gli studi nell’acquisizione di Sinergy S.p.A.

Milano, 24 ottobre 2017 – Lutech S.p.A, società italiana attiva nel settore dell’IT system integration and solutions, portfolio company di One Equity Partners (OEP), ha acquistato Sinergy S.p.A., azienda italiana che dal 1994 opera come IT System  Integrator, coprendo  tutte le fasi di sviluppo e di gestione delle soluzioni per l’architettura dei data center.

Per gli aspetti riguardanti l’acquisizione, OEP e Lutech sono state assistite da Caiazzo Donnini Pappalardo & Associati con un team formato dal socio Roberto Donnini con Rosanna Arleo, Edoardo De Carlo e Federica Milazzo, mentre lo studio Grande Stevens ha assistito i venditori di Sinergy, con il socio Daniele Bonvicini e il salary partner Riccardo Sismondi. Vitale & Co., con un team guidato dal partner Massimo Insalaco, ha operato quale advisor finanziario dei venditori.

L’acquisizione di Sinergy S.p.A. è stata supportata da un finanziamento concesso da un pool di banche composto da Crédit Agricole Cariparma S.p.A., Banca IMI S.p.A. e Banco BPM S.p.A., nella loro qualità di arrangers e banche finanziatrici, ICCREA  Banca Impresa S.p.A. e Banca di Credito Cooperativo di Milano Soc. Coop., nella loro qualità di banche finanziatrici. Crédit Agricole Cariparma S.p.A. ha agito anche quale banca agente dell’operazione di finanziamento.

Le banche arranger e finanziatrici dell'operazione, nonché la banca agente (Crédit Agricole Cariparma), sono state assistite dallo studio legale Dentons con un team coordinato dal partner Alessandro Fosco Fagotto coadiuvato dal senior associate Franco Gialloreti e dall’associate Silvia Cammalleri. Per gli aspetti relativi al finanziamento, Lutech è stata assistita da Latham & Watkins con un team cross-border guidato in Italia da Andrea Novarese con Tiziana Germinario ed Eleonora Baggiani e, in Germania, da Andreas Diem con Thomas Freund.

Per le formalità del closing, le parti sono state assistite dal Notaio Giovannella Condò di Milano.

 

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CDP law firm assisted EIB in a financing to Avio

Giulio Tognazzi (in the picture), partner of Caiazzo Donnini Pappalardo & Associates, provided legal assistance to the European Investment Bank (EIB) in relation to a financing of Euro 40,000,000.00 to Avio S.p.A., a listed Italian company, leader in the aerospace sector.


The financing is part of a joint initiative by EIB, the Ministry for Economic Development and the Ministry of Economy in support of investments in innovation (Italian Risk Sharing Initiative), to finance research, development and innovation projects. Avio S.p.A.,  was represented, for the legal aspects, by the General Counsel, Giorgio Martelli and Letizia Macrì and, as external lawyers, by Gianni, Origoni, Grippo, Cappelli & Partners Law Firm, with its partners Renato Giallombardo and Giuseppe De Simone and the senior associate, Alessandro Magnifico.

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Caiazzo Donnini Pappalardo & Associati for Ansaldo STS and Gop for Hitachi win again before the Tribunal of Genoa in the appeal brought by Amber

The Tribunal of Genoa rejected the appeal made by Amber against Ansaldo Sts, by which the claimant has reiterated the request for an interim relief suspending the effects of the shareholders’ meeting resolution dated 19 January 2017, concerning the action for director’s liability taken against Mr Bivona (former member of the Company’s BoD).

This ruling confirms the previous interim decision and emphasizes that the shareholders’ meeting resolution is based on Bivona behaviors that, in the current stage of the proceedings, do not appear functional to the Company’s interests.

Ansaldo STS has been assisted by Caiazzo Donnini Pappalardo & Associati, with a team composed by Marisa Pappalardo, Roberto Donnini and Paolo Gatto (Carbone d’Angelo). Hitachi, voluntarily intervened in the proceedings, has been assisted by Alberto Nanni, Antonio Auricchio and Raimondo Premonte.

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Caiazzo Donnini Pappalardo & Associati for Ansaldo STS and Gop for Hitachi win in the lawsuit started by Elliott Funds before the Tribunal of Genoa

28 July 2017 – The decision, issued today by the Tribunal of Genoa, rejected the claims made by Elliott Funds against Ansaldo Sts ...

28 July 2017 – The decision, issued today by the Tribunal of Genoa, rejected the claims made by Elliott Funds against Ansaldo Sts, with regard to the challenging of the shareholder meeting’s resolution on 13 May 2016, appointing the new directors, and against Hitachi with regard to the right to vote in the shareholder meeting.
This judgement confirms and reinforces the previous interim decision, addressing in-depth new questions in the matter of public tender offers, slate voting system and governance in listed companies.
Ansaldo STS has been assisted by Caiazzo Donnini Pappalardo & Associati, with a team composed by Marisa Pappalardo, Roberto Donnini, Daniele Pilla, Rosanna Arleo, Federica Milazzo and Paolo Gatto (Carbone d’Angelo). Hitachi has been assisted by Francesco Gianni, Alberto Nanni, Antonio Auricchio, Antonio Lirosi, Raimondo Premonte, Marco Martinelli, Daniela Amhof and Guido Ferrarini.

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Caiazzo Donnini Pappalardo, Nctm, Dentons and Latham & Watkins in the Lutech Laserline acquisition

One Equity Partners (OEP), private equity funds operating in the middle market segment, have finalized the acquisition of Lutech S.p.A. (and its subsidiaries) by majority shareholder Laserline and other minority shareholders.

The Lutech Group is ...

 

One Equity Partners (OEP), private equity funds operating in the middle market segment, have finalized the acquisition of Lutech S.p.A. (and its subsidiaries) by majority shareholder Laserline and other minority shareholders.

The Lutech Group is an Italian leader in IT system integration and solutions, and in 2016, it has generated a total turnover of approximately 180 million euros.

The financing operation in support of the acquisition of Lutech S.p.A. (and its subsidiaries) by OEP was granted by Crédit Agricole Cariparma S.p.A., Banco BPM S.p.A. and Banca IMI S.p.A., as arranger and financing banks.

For the aspects of the acquisition, OEP was assisted by Caiazzo Donnini Pappalardo & Associati (Roberto Donnini, Alessandro Pilarski and Rosanna Arleo), and Nctm Studio Legale (Guido Fauda, Michele Motta, Eleonora Sofia Parrocchetti and Martina Villa) assisted the Sellers and the management. With regard to the financing aspects, OEP was assisted by Latham & Watkins with a cross-border team led by Andrea Novarese in Italy with Tiziana Germinario, Federico Imbriani and Eleonora Baggiani, and in Germany by Andreas Diem with Thomas Freund and Paulina Zulawski.

For the formalities of the closing, the parties were assisted by Notary Giovannella Condò in Milan.

The bank's arranger and lenders, as well as the bank agent (Crédit Agricole Cariparma S.p.A.), were assisted by Dentons law firm with a team coordinated by partner Alessandro Fosco Fagotto assisted by senior associate Franco Gialloreti and trainee Rosalba Pizzicato.

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CDP win for Ansaldo Sts

Our Law Firm with partners Marisa Pappalardo and Roberto Donnini, assisted by Daniele Pilla, Edoardo De Carlo, Rosanna Arleo and Silvana De Lauretis successfully assisted Ansaldo Sts in the lawsuit started by the shareholders Amber Capital, Elliott and Litespeed Funds.

The Tribunal of Genoa rejected the temporary measure sought by the shareholders to suspend the effects of the resolution adopted by the Shareholders Meeting of Ansaldo Sts on 19 January 2017, which authorized the Company to start a liability action against the former director Giuseppe Bivona (contextually revoked by law) and appointed a new director, drawn from the minority slate. This resolution was challenged by Amber, Elliot and Litespeed Funds.
This decision is made within the context of several controversies pending between the minority shareholders and the Company. Our law firm successfully assisted the Company in rejecting all claims by the minority shareholders.
The decision contains a in-depth analysis of the liability action and dismissal of directors, with regard to their rights/powers/duties, regardless of whether the directors have been appointed by the majority or by the minority shareholders.
 

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Molinari, Dla and Cdp in the acquisition of the former Monte dei Pegni in Florence

Giulio Tongazzi together with the associate Romina Protto in the sale of the former Monte dei Pegni in Florence.

 

 

Legalcommunity, 11 July 2017

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Rino Caiazzo speaker at the IV National Conference ‘The main developments/changes of European and Italian competition law'

Rino Caiazzo speaker at the IV National Conference ‘The main developments/changes of European and Italian competition law' - Capri 25 and 26 May 2017”, organized by Italian Antitrust Association.

Associazione Antitrust Italiana, 31 May 2017

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“Thovez 11”: Bnl Group Paribas and Intesa Sanpalo in supporting the initiative with a financing of 24 Million Euro


The project concerns the recovery and the redevelopment of the former “Collegio Sacro Cuore” located in Viale Thovez

 

BNL Group BNB Paribas and Intesa Sanpaolo (as Lender) financed with 24 million Euro - for a period of 3 years and half – Thovez 11 S.p.A., a real estate company belonging to the Ferrero Group of Turin.

The transaction is finalized to the recovery, renovation and re-shape of a valuable residential complex in Turin, in Viale Thovez, close to the hills of the City, in the Crimea area, in the proximity of the historic center.
It concerns the former “Collegio Sacro Cuore” which will be recovered thanks to an important residential renovation project and through a building “philosophy” based on energy efficiency and upon the latest domotics technology solutions, and at the same time preserving its precious original architecture aspects.

The transaction has been managed – with regard to the negotiations and the drafts of the documents and contracts – by Avv. Giulio Tognazzi, partner of the Law Firm Caiazzo Donnini Pappalardo & Associati.

The Ferrero Group S.p.A. it’s an important business reality having its office in Turin, operating since 60 years in Italy and abroad, which performs several activities, among which: hydroelectricity and renewable sources energy production, with plants in Italy and South America; trade; distribution and representation of steel products for industries and construction industries in Italy and abroad; real estate and agriculture activities, in addition to several industrial and financial participations.

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Caiazzo Donnini Pappalardo & Associats, with partners Marisa Pappalardo (in the picture) and Roberto Donninii successfully assisted The Economist

Caiazzo Donnini Pappalardo & Associati, with partners Marisa Pappalardo (in the picture) and Roberto Donnini, successfully assisted The Economist before the Italian High Court (Corte di Cassazione), in the lawsuit started by Silvio Berlusconi, with reference to the article  “An Italian Story”, published shortly before the Italian political election held on May 2001.

The Court, with its ruling n. 5005/2017, confirmed the previous judgements of the Tribunal and the Court of Appeal, rejecting the action brought by Silvio Berlusconi,  and ordered Silvio Berlusconi to reimburse the litigation costs and to pay a further contribution (contributo unificato), according to art. 13 d.p.r. n. 115/2002.

The Court deals again with the differences between the freedom of press and the right to express a critical opinion and in the contest of the latter, between the right of historical criticism (which requires one to adhere to the facts) and the right to express a critical opinion on the basis of the news (which requires the respect of the truth and fair comment principles which, though, are mitigated with respect to the current limit applicable to the freedom of press, since more pungent language is permitted when commenting political events).

 

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CDP nel finanziamento a COIMA assistita da GRIMALDI

Giulio Tognazzi (in the picture), partner of Caiazzo Donnini Pappalardo & Associati, has assisted UBI BANCA S.p.A. in relation to the drafting and negotiation of the contractual documentation relating to a financing to COIMA Core Fund I, managed by COIMA SGR S.p.A., for the purchasing of real estate assets form Feltrinelli.
COIMA have been assisted by Grimaldi Studio Legale, with the partner Carmine Oncia  and the Senior Associate Marco Gagliardi.
 

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Caiazzo Donnini Pappalardo with AIGET and GALA S.p.A. against AEEGSI win before TAR Lombardia

Rino Caiazzo (in the picture), of the law firm Caiazzo Donnini Pappalardo & Associati, with a team formed, inter alia, by the senior associate Marco Trevisan, has successfully represented before TAR Lombardia AIGET - Associazione Italiana di Grossisti di Energia e Trader and Gala SpA against the energy regulator, Autorità per l’energia elettrica, il gas e il sistema idrico (AEEGSI) in order to obtain the annulment of the resolution 268/2015/R/eel concerning

the “Codice di rete tipo per il servizio di trasporto dell’energia elettrica: disposizioni in merito alle garanzie contrattuali ed alla fatturazione del servizio” (rules on the electricity transportation service).

Tar Lombardia has annulled the resolution with regard to the obligation of the traders to provide guarantees to the distributors also for the payment of the so called “oneri di sistema” (levies utilized by the State for interventions of public interest), even in case of non payment by the final client, since such levies bear upon the final clients in respect to their energy consumptions. TAR established also that AEEGSI does not have the power to intervene in the contracts between traders and distributors as to obligations and levies that the law charges upon third parties (therefore out of the scope and subject matter of the electricity transportation contracts).

Roma, 3 February 2017

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CDP in the financing to SECOMIND (COIMA) assisted by Grimaldi

Giulio Tognazzi (in the picture), partner of Caiazzo Donnini Pappalardo & Associati, has assisted UBI BANCA S.p.A. in relation to the drafting and negotiation of the contractual documentation relating to a financing to Secomind , a company indirectly controlled by COIMA Core Fund II, managed by COIMA SGR S.p.A..
Secomind and the group have been assisted by Grimaldi Studio Legale, with the partner Carmine Oncia  and the Senior Associate Marco Gagliardi.

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Caiazzo Donnini Pappalardo e Associati assists The Student Hotel in a structured financing operation for a hotel in Florence

Giulio Tognazzi and Angela Mannaerts (in picture), partners of the Italian law firm Caiazzo Donnini Pappalardo e Associati, have assisted the Dutch group The Student Hotel (TSH) in relation to a 41,1 million Euro innovative structured financing for the realization of a hybrid hotel/student residence in Florence.

The Student Hotel (www.thestudenthotel.com) combines contemporary hotel rooms and facilities with high quality student accommodation, short stay rooms and co-working spaces, where guests can stay for an hour, a day, a month or a year.

The financing is being granted by Mps Capital Services Banca per le Imprese - the corporate and investment bank of the Montepaschi group - Unicredit and Crédit Agricole Cariparma.
The structure will be realized in a historical building consisting of over 20,000 m2, known as Palazzo del Sonno, and located in front of the Fortezza da Basso in the center of Florence. The hotel/student residence is expected to open in the fall of 2017 with 394 rooms, a restaurant, gym, play room, lounge, library, swimming pool, auditorium, meeting rooms, start-up incubators, kitchens for common use, courtesy services for business activities and the free use of a design bicycle. The courtyard will be transformed in a square with a bar and restaurant that will also be accessible for non-guests.
TSH plans to follow a strategy of expansion in Italy and a second structure is planned to be opened in Bologna.
Giulio Tognazzi and Angela Mannaerts were supported by associates Romina Protto, Marta Mastroeni and Ilaria Giuliani. The syndicate of banks was assisted by Maura Magioncalda, partner of the law firm Pedersoli, together with associates Morena Bontorin, Deborah De Rosa and Nicola Nocerino.

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Unicredit finalises the Sandokan securitization with Pimco, Gwm and Roma Finance

Global Legal Chronicle, 20 December 2016

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Unicredit finalises the Sandokan securitization with Pimco, Gwm and Roma Finance

Azienda Banca, 19 December 2016

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Unicredit, the advisors in the Sandokan transaction

Top Legal, 14 December 2016

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