CORPORATE GOVERNANCE, PROXIES, EXTRAORDINARY OPERATIONS
Consultancy in the field of legal relationships between shareholders and in the acquisition, sale or restructuring of company property is one of the most complex in the law sector, requiring not only an adequate professional competence but also the knowledge of complex business dynamics.
GTA Law Firm offers to its costumers legal advice in corporate law, in particular for:
- a) preparation of constitutive deeds, by-laws, social and shareholder agreements and in general for the management of relations between shareholders; capital operations; advice and assistance, in general, to corporate governance bodies;
- b) drafting of opinions on corporate law, also in support of the activities of directors and statutory auditors;
- c) analysis and opinions on the liability of directors, capital operations, management and coordination within corporate groups;
- d) preparing and verifying the delegation of powers to directors or attorneys, with verification of compliance with the statutory and legal provisions (for example on the subject of responsibility for occupational safety and the environment);
- e) in the context of extraordinary transactions (acquisition or sale of companies or quotas), the legal due diligence with drafting of the related opinions (due diligence report); in the same context, the drafting and negotiation of the related contractual agreements, from the exclusive and confidentiality agreement, to the purchase/sale contracts and non-competition agreements or after-sales assistance agreements;
- f) extrajudicial or judicial assistance for company law disputes. In this area, the professionals of the Law Firm have acquired skills and case studies in extraordinary operations of various sizes, business areas and levels, both concerning national and international operators.
BUSINESS CRISIS PREVENTION
The Legislative Decree no. 14/2019 introduced the “Business Crisis and Insolvency Code”, reforming in a structured and systematic way the entire discipline of business crisis, insolvency and insolvency procedures. In fact, we are witnessing a real “cultural change”: while the previous legislation looked to the past, to what has already happened in the company’s life, the reform is aimed at the so-called “going concern” and tries to prevent possible states of crisis.
The Firm, which has been dealing with business consultancy in bankruptcy law for years, assists companies both in the phase – of primary importance – of crisis prevention and in the pathological one of insolvency.
From the early stages of the company’s life, it is essential to act according to a preventive logic which implies:
- Establish the appropriate organizational, administrative and accounting structures aimed at intercepting the signs of a business crisis as soon as possible;
- Proceed to an early diagnosis of the state of crisis;
- Promptly take action to rebalance business dynamics and allow business continuity.
The Firm also provides consultancy to companies in the so-called “pathological phase” (or almost pathological) of the insolvency by selecting the most suitable legal instrument to address the situation base on the costumer’s peculiarities.
The scope of the Firm’s professional activity in this field concerns in particular:
- Legal advisory in the context of reorganization plans or insolvency proceedings;
- Consultancy in the definition and management of agreements with creditors, including credit institutions;
- Assistance in the judicial management of procedures and disputes;
- Assistance to creditors in insolvency proceedings;
- Insinuazioni al passive o opposizioni allo stato passivo;
- Assistance to bankruptcy trustees for revocation and recovery actions;
- Management of labor law issues related to the business crisis and insolvency (see reference sheet: Labor Law)