News and Press

On the occasion of the IBA Annual Conference – Rome 2018 the Partners of Caiazzo Donnini Pappalardo & Associati welcomed colleagues from all over the world following the footsteps of one of the greatest lawyers of all times

Our home town Rome is often referred to as a cradle of Western civilization due to the very important role it played in politics, sciences, philosophy, architecture, art and, last but not least, law. An important figure representing this cradle during the 1st century B.C. was the Roman lawyer, statesman, orator, writer, and philosopher Marcus Tullius Cicero...

Our home town Rome is often referred to as a cradle of Western civilization due to the very important role it played in politics, sciences, philosophy, architecture, art and, last but not least, law. An important figure representing this cradle during the 1st century B.C. was the Roman lawyer, statesman, orator, writer, and philosopher Marcus Tullius Cicero.

On the occasion of the IBA Annual Conference – Rome 2018 the Partners of Caiazzo Donnini Pappalardo & Associati had the pleasure of welcoming colleagues from all over the world for a guided tour at the Forum Romanum that was organized in honor of the legal profession and which followed the footsteps of one of the greatest lawyers of all times: Marcus Tullius Cicero. Two expert guides, being graduates in classical and societal history and Latin language and culture, illustrated the legal profession in Roman times, using as a basis Cicero’s fascinating career, and bringing us to locations at the Forum Romanum that were crucial for the Roman administration of justice.

 

Rome, 16 October 2018

On the occasion of the IBA Annual Conference CDP law firm hosts a breakfast of IBA members and ex alumni LSE

The members of International Bar Association (IBA) ex alumni of the London School of Economics and Political Science (LSE) have met at Caiazzo Donnini Pappalardo premises in Rome for a business breakfast. During the event Mr. Angelo Cardani, Chairman of the Italian Regulatory Authority for Communications (AGCOM) and ex alumno LSE,

gave a speech about “The regulatory intervention on Big Data, between competitive dynamics and informative pluralism”.

 

 

Caiazzo, Donnini e Pappalardo with PwC TLS Avvocati e Commercialisti and Studio SLVB for the Gamenet-Goldbet closing.

Caiazzo Donnini Pappalardo with a team composed of partner Roberto Donnini (see photo), counsels Alessandro Pilarski and Daniele Pilla, senior associate Edoardo De Carlo and associates Silvana De Lauretis and Federica Milazzo assisted Gamenet in today's closing on the acquisition of 100% of GoldBet's capital, for a consideration of 273 million euros.

Giuliano Foglia and Matteo Carfagnini of Studio Foglia & Partners assisted Gamenet on tax issues. Attorneys Andrea Lensi Orlandi and Daniele Landi, with Mr. Angelo Conte, who is an expert in tax law, for Studio PwC TLS’s Rome based M&A team and Professor Augusto Dossena and attorney Giulio Marinelli for Studio SLVB, have jointly assisted the Seller. Messrs. Kevin Tempestini and William De Ascaniis of KT & Partners acted as financial advisors for the Seller, the PwC Transaction Services team and Studio PwC TLS took care of the vendor due diligence.
The closing process has been completed after certain condition precedents had been fulfilled, including the clearance of the Antitrust Authority and the Monopolies Agency.
Gamenet and Goldbet, both leading players in the public gaming sector, thus create the first Italian operator in the collection of sport bets.
 

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IBA Annual Conference 2018: Rino Caiazzo speaks on abuse of dominance in hi-tech markets

In his presentation, on 8 October, Mr Caiazzo, after a short analisys of the remedies deployed in the most relevant cases before the Italian Competition Authority (ICA), the European Commission and in the US, he focused on the approach adopted in the actual context, characterized by the rapidity of the technological innovation.

 

In addition to Mr Caiazzo (former Officer of the Antitrust Section), the other speakers were Gabriella Muscolo (Italian Competition Authority, Rome), Nicolas Banasevic (European Commission, Brussels),  Peter Steyn (Werksmans Attorneys, Johannersburg, Vice Chair African Regional forum. The session was chaired byThomas Janssens (Freshfields Bruckhaus Deringer, Brussels, Senior Vice Chair Antitrust Section) and moderated by Samantha Mobley (Baker&McKenzie, London, Vice President Antitrust Section).

Slides attached.

IBA Annual Conference, Rome 2018, 8 October 2018

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CDP with Luthech in the acquisition of CDM Tecnoconsulting SpA

Caiazzo Donnini Pappalardo, with a team made up by counsel Alessandro Pilarski (in the picture), associate Silvana De Lauretis, together with partner Roberto Donnini, assisted Lutech SpA, the company leading the Italian investments of private equity fund One Equity Partners in the IT industry, with the acquisition of the entire corporate capital of CDM Tecnoconsulting SpA, Pivotal Srl and Cimworks SL (a Spanish company).

The Sellers have been assisted by AvvocatidiImpresa, with a team made up by partner Alberto Calvi di Coenzo and junior partner Rosanna Frischetto.  Leonardo Adamo, of the law firm Garrigues, for Lutech, and Nerea Castell Larralde, of the law firm J&M, for the sellers, followed for the Spanish law aspects.
CDM is active in the ICT (Information and Communication Technology) industry, mainly in the manufactory industry and in Product Lifecycle Management (PLM), IoT, ERP solutions.
 

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CDP with Lutech in the acquisition of ICTeam


Caiazzo Donnini Pappalardo, with a team composed by the partner Roberto Donnini (in the picture), the senior associate Edoardo De Carlo and the associate Federica Milazzo, assisted Lutech SpA

the company leading the Italian investments of private equity fund One Equity Partners in the IT industry, with the acquisition of the entire corporate capital of ICTeam SpA. The Sellers have been assisted by Pavia e Ansaldo, with a team composed by Francesco Manara and Paola Carlotti for M&A corporate and contractual aspects, Enrico Banchero for labour law aspects, Federico Cavazza for real estate matters, supported by Fabrizio Smiroldo. Marco Lanza e Laura Braga, Biscozzi Nobili firm, assisted the Sellers with the financial and fiscal aspects of the transaction.
ICTeam is active in the ICT (Information and Communication Technology) industry, mainly in “Big Data” and “Business Intelligence” (data analysis) areas.
 
 

CDP together with the banks in a syndicated facility agreement with Lameplast and COC Farmaceutici assisted by Accinni Cartolano e Associati

Giulio Tognazzi (in the picture), has assisted a pool of banks formed by Banca BNL BNP Paribas Group, which acted also as arranger and agent bank, MPS Capital Services and Crédit Agricole Italia in the drafting and negotiation of two facility agreements with Lameplast,...

in two tranches, and wit COC Farmaceutici, in two lines and 4 tranches, for an overall amount of Euro 26,500,000.00. Lameplast and COC Farmaceutici, controlled by Aksìa Capital IV fund, managed by Aksìa Group SGR, are active in the primary packaging and in the manufacturing, filling and packaging of pharmaceutical products and medical devices mainly for ophthalmology. Lampelast and COC Farmaceutici have been assisted by Studio Accinni Cartolano e Associati, with Francesco Cartolano and Matteo Acerbi.
 

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CDP e Associati and Foglia&Partners with Gamenet in the acquisition of Goldbet

Caiazzo Donnini Pappalardo & Associati and Foglia & Partners assisted Gamenet Group, a company listed on the STAR segment of the Mercato Telematico Azionario organized and managed by Borsa italiana S.p.A., in the acquisition of 100% of the share capital of Goldbet, an authorized gaming and betting  company in Italy, by it subsidiary Gamenet S.p.A. The value of the acquisition is Euro 265 million (enterprise value).

CDP e Associati followed the civil and corporate law aspects of the transaction with a team consisting of partner Roberto Donnini (in the picture), counsel Alessandro Pilarski and associates Edoardo De Carlo, Silvana De Lauretis and Federica Milazzo.

Foglia & Partners dealt with the financing and tax aspects of the acquisition with a team consisting of partners Giuliano Foglia and Matteo Carfagnini, assisted by associates Marco Poziello and Francesco Capogrossi.

Legalcommunity, 24 July 2018
Fonte: Legalcommunity

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Caiazzo Donnini Pappalardo & Associates together with the banks in a syndicated facility to Bianalisi assisted by Orrick

Caiazzo Donnini Pappalardo & Associates and Orrick have assisted, respectively, a pool of banks

 

formed by Banca IFIS, which acted as arranger and agent bank as well, BNL Gruppo BNP Paribas, Banca Popolare di Milano and Crédit Agricole Italia and Bianalisi S.p.A., an Italian company, active in the clinical analysis services and specialist diagnostic centers, in a structured facility transaction, in three tranches, for an overall amount of Euro 35,000,000.00.
Giulio Tognazzi (in the picture), partner, has lead the team of Caiazzo Donnini Pappalardo & Associati, while Alessandro Accrocca, of counsel, together with Giacomo Bellavia, associate and Serena Mussoni, trainee, has lead the team of Orrick.
 

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CDP in the AGCM go-ahead to the Raiffeisen Group

Rino Caiazzo (in the picture), assisted by Daniele Pilla and Enrico Di Tomaso, together with Emanuele Cusa of Macchi di Cellere Gangemi, have advised Cassa Centrale Raiffeisen dell’Alto Adige S.p.A. in the filing with the Italian Competition Authority (AGCM) of the concentration consisting in the creation of the banking group named Gruppo Bancario Cooperativo delle Casse Raiffeisen (Gruppo Raiffeisen).

 

This is the first transaction following the reform of the cooperative banks enacted in 2016 and, as such, required a complex and challenging analysis. 
Following the notification, the AGCM resolved to start an in-depth investigation alleging that on some markets Gruppo Raiffeisen might have held a dominant position potentially harmful for competition, due to the resulting overall high market shares in the territory of the province of Bolzano, divided in catchment areas identified on the basis of a maximum travelling time of 30 minutes.
However, at the end of a long investigation and following a Statement of Objections and a final hearing on the case, the AGCM unconditionally cleared the concentration, in light of the peculiar structure and functions of the banks involved and of the context in which they operate, as well as of the rationalizations and efficiencies for the consumers that will likely result from the transaction.
 dell’Economia a sostegno degli investimenti nell’innovazione (Italian risk sharing initiative), destinata a finanziare i progetti in ricerca, sviluppo e innovazione.
 

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CDP assists EIB in a financing to Marposs

Giulio Tognazzi (in the picture), partner of Caiazzo Donnini Pappalardo & Associati, has assisted the European Investments Bank (EIB) in relation to a financing of Euro 37.000.000,00 to Marposs S.p.A., worldwide leader in the furniture of precision instruments for the measurement and control in the production environment.

The financing falls within a combined initiative among EIB, the Ministry of the Economic Developlment and the Ministry of Economics, in order to sustain investments in the innovation (Italian risk sharing initiative), intended to finance research, development and innovation projects.
 

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Studio CDP assists MCC in the Operational Agreement with BEI helped by GOP

Studio CDP assists MCC in the Operational Agreement with BEI helped by GOP

 

 

Giulio Tognazzi (picture on the left), partner of Caiazzo Donnini Pappalardo & Associati), has assisted Banca del Mezzogiorno - MedioCredito Centrale in the negotiation of an Operational Agreement of Euro 62.000.000,00 with the Europen Bank of Investments (EIB) for the management of loans under a fund of funds, that will finance, within the Italian PON R&I, high-technology content research projects in the southern part of Italy to strengthen the competitiveness in such area.
The European Bank of Investments has been assisted by Matteo Gotti (picture on the right), partner of Gianni Origon, Grippo, Cappelli & Partners, helped by Raffaele Tronci, counsel, and Alessandro Garelli, associate.

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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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