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.
 

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 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.

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.
 

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).

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.

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.

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.

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.

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.
 

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.

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).

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).

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.