Thanks to the scientific and academic activities of the naming partner in corporate matters and the experience accrued, this is an area of excellence boasted by Studio M&P.

It guarantees a high standard of competence in solving all issues potentially relating to:

• the establishment of companies
• compliance
• governance
• liability of business representatives of shareholders, parent companies and their representatives, third parties involved in management and coordination
• corporate finance
• family-owned companies
• extraordinary operations and reorganization;
• corporate litigation.

In the specific segment of extraordinary corporate operations, the scientific production, cutting-edge in Europe – in particular, the studies dedicated to step-up equity lines or investments leasing – and the intervention in multiple key operations on the Italian economic market guarantee the utmost reliability of the M&P professionals.

The Firm has extensive experience in managing the internal dynamics of family businesses and generational or inheritance transitions.

Studio M&P is also proud to provide customers with an address for service and corporate secretary (keeping of company accounts – book keeping – convening, organising and taking the minutes of shareholders’ meetings and meetings of the boards of directors, corporate communications to shareholders, bondholders, communications to Companies House and the Authorities, etc.).

Reference professionals: Franco F. Maccabruni, Cristina Simoncelli, Luca Marcoccia, Lorenzo Bemporad.

In contractual consultancy, the Studio M&P professionals can boast solid, regular experience with customers belonging to international groups operating in manufacturing, commercial distribution, transport, tourism and energy. Studio M&P provides all-round assistance in this business area: from helping with negotiations through to drafting contracts and managing the relationship that ensues, as well as, naturally, identifying and negotiating the most appropriate contractual types to the case at hand.

Studio M&P has in particular accrued specific competence in the negotiation and preparation of contracts relating to:

• international asset sales
• business purchase, sale and rent
• lease and rent to buy
• leasing and lease back
• long-term rental
• distribution agreements
• selective distribution
• fuel distribution
• franchising
• sub-supplies
• mediation and agency
• silent partnerships
• temporary consortium; joint venture; EEIG
• private tenders for works or services
• public tenders for the award of works, services and supplies – subcontracting – pooling – operated equipment rental – piecework – project financing
• transport – travel
• stays
• factoring – forfaiting
• guarantees: sponsorship – advertising agency – merchandising

The sharp focus on the fine details of ordinary litigation and arbitration alike, on all levels and throughout Italy, as well as sometimes abroad, means that we have a broad overview of the actual relationship, which, in turn, makes for a valuable contribution in the best possible structuring of the contract documents.

Reference professionals: Franco F. Maccabruni, Cristina Simoncelli, Luca Marcoccia, Luca Alessandrini Gentili, Lorenzo Bemporad.

The private and institutional clients who seek the assistance of Studio M&P choose to place their trust in the hands of a business that is profoundly hinged on modern economic dynamics and, at the same time, benefit directly from the continuous updates assured by well-established contacts with the world of universities.

By way of example, Maccabruni and Partners provides expert consultancy in the fields of banking law and financial markets law, on the following:

Banking and financial law: structuring and negotiation of a wide range of operations in order to obtain and grant credit and prepare the necessary documents, in relation to

• Loan contracts
• Special loans
• Acquisition Finance, Property Finance
• Syndicated loans
• Guarantee contracts
• Consumer credit

Financial Markets law

The consultancy provided in non-banking intermediation, and in particular for the securities market, is structured to address all the various needs of intermediaries or their clients, namely:

• Establishment and governance financial intermediaries
• Establishment, governance issuers of financial instruments listed or disseminated amongst the public
• Investment services and activities and accessory services
• out-of-office offer and networks of financial promoters
• collective asset management
• centralised management of financial instruments;
• pension funds

On all matters, assistance is guaranteed in litigation.

Reference professionals: Franco F. Maccabruni, Luca Marcoccia

The M&P professionals have always dealt with the consequences that those involved in business crises (entrepreneur, creditors, banks, suppliers, customers, business representatives) face in various ways; indeed, they have observed close-up the evolution of a system as it shifted away from considering bankruptcy as effectively the sole solution to crisis, towards considering the role of restructuring as central to better safeguarding the interests of everyone concerned.

In these terms, clearly taking due account of all the more traditional aspects of bankruptcy law (admission to the various collective procedures, assistance in relations with the procedural bodies, objection to judgements declaring bankruptcy, credit assessment procedure), our focus has concentrated on taking part in recovery processes and business reorganisations. Consultancy services – offered to creditors, banks or businesses in a crisis – cover all aspects from the analysis of the economic-financial position through to the identification of the best possible solutions, through structuring, negotiating and implementing amicable agreements, coordinating advisors and presenting and discussing petitions to the competent authorities.

Franco Maccabruni in particular has accrued a wealth of experience on the one hand in corporate reorganisations (through M&As, loans, the issue of listed and unlisted financial instruments) and on the other, thanks to his assistance of the collective procedural bodies, in the restructuring of businesses in a crisis. He takes an all-encompassing approach, flanking strictly business or procedural consultancy, linked to the implementation of amicable agreements or procedures, with current credit management or management of businesses being restructured, including through taking part in the relevant bodies or sitting on committees of creditors in the event of bankruptcy.

This approach has led to the firm being selected by the research carried out by PBV Monitor for Milano Finanza and Class editori as amongst the top 100 best in field for Corporate-Restructuring for 2020 and amongst the 16 finalists of the Top Legal Industry Awards 2020, in the Crisis and Restructuring segment.

Ultimately, the firm’s work on business crisis matters covers:

• turnaround operations
• assistance to creditors, business representatives, procedural bodies
• loans to subjects in a state of crisis
• liquidation of assets and distressed M&As
• “insolvency” type liability of business representatives, shareholders, parent companies and their representatives and banks

Reference professionals: Franco F. Maccabruni, Lorenzo Bemporad.

M&P provides consultancy and assistance in all negotiations relating to real estate and, therefore:

• the purchase and sale of real estate or real estate companies (including due diligence),
• leasing, sale and lease-back,
• commercial and industrial leases,
• rental of businesses including properties,
• establishment of rights in rem for the use of properties,
• public and private tenders for the development of buildings, public-private partnerships,
• tenders for the supply of facility management services, O&M,
• establishment of development consortia, communions and condominiums and related regulations and management.

More specifically, the firm assists buyers and sellers in complex disposals or purchases, not only of individual properties but also of assets including properties for all purposes (offices, stores, industrial, logistics, residential and tourism-hotels).

The variety of competences boasted in-house at the firm allow for all-round assistance, ranging from statutory aspects through to real estate finance, while the network of relations enjoyed with industry leading professionals can offer assistance with town planning aspects.

On all matters, assistance is guaranteed in litigation.

Reference professionals: Cristina Simoncelli, Luca Marcoccia, Luca Alessandrini Gentili

Studio M&P provides its clients with consultancy on the validity and counterfeiting of trademarks and other distinctive marks, domain names, industrial patents, ornamental designs and utility models and provides assistance in and out of court to protect the prerogatives connected with their ownership or the rights to exploit such, both before national offices (UIBM – the Italian Patent and Trademark Office at the Ministry of Economic Development) and those of the European Union (the European Union Intellectual Property Office – EUIPO and the European Patent Office – EPO), as well as before the legal authorities. The firm also collaborates with the major industrial property consulting offices, further guaranteeing assistance during the deposit and registration of national, European and international patents and trademarks.

Similar support is also provided for the protection and optimisation of know-how and trade secrets.

The firm then assists its clients with the identification and negotiation of contractual instruments aimed at exploiting the economic value of intangible assets held and the drafting of the related contracts, such as:

• sale, licence and sub-licence of trademarks, patents, designs, models and know-how
• trademark merchandising, co-branding
• trademark leasing agreements

In the field of copyright, consultancy is provided for (i) authors of creative works (literary, dramatic, musical teaching, theatrical, cinematographic, photographic, architectonic and industrial design, programs for processors and databases), both in respect of the preventive protection (deposits and registrations) and subsequent use (identification of the best contract model, its negotiation and preparation), (ii) publishing houses, newspapers, film production companies, theatres, etc. in formalising their relations with authors or third parties in contracts, (iii) newspapers (registration of the newspaper with the Court, protection of editorial products), (iv) owners of works of art, art galleries (including in relations with the Cultural Heritage Administration).

It has extensive experience in negotiation, preparing and managing the following contracts and agreements over time:

• commissioning of creative works
• employment for the creation of works
• edition

publishing of creative works

• representation
• performance
• sale of figurative works and licences for reproduction
• development of films and other audiovisual works
• production and co-production
• distribution (in cinemas, on television other devices) and rental.
• purchase and sale, donation, deposit, transport and insurance cover of works of art
• commodatum agreements for works of art
• sponsorship of artistic or cultural events

Legal assistance completes the range of services available.

Reference professionals: Franco F. Maccabruni, Cristina Simoncelli, Luca Alessandrini Gentili, Lorenzo Bemporad.

The firm has extensive experience in litigation relating to unfair competition: acts of confusion (imitation of third party distinctive marks or other elements characterising the company’s products or services, appropriation of merits); reversal of employees; use of confidential information, dumping, etc..

In preparing certain types of contract that by nature, or as a result of agreements reached by the parties, may end up limiting competition (M&As – distribution – franchising – concession contracts), Studio M&P provides clients with assistance in verifying compliance with domestic and EU antitrust legislation, also assuring the preparation of suitable contract texts, entertainment of relations with the Supervisory Authorities (notifications prior to concentrations and assistance with any related proceedings).

Finally, our competition skills also include assistance to businesses and consumers on unfair commercial practices, including misleading advertising. More specifically, the firm provides consultancy on the conformity of commercial communications with legal requirements and offers assistance in proceedings before the Supervisory and Legal Authorities.

Reference professionals: Franco F. Maccabruni, Cristina Simoncelli, Luca Alessandrini Gentili.

Studio M&P and Cristina Simoncelli in particular have accrued significant experience in liability linked to the development and marketing of consumer products. This is a sector with multiple ramifications for professional operators getting into the market as manufacturers, importers, distributors or retailers of such. The experience accrued by its professionals allow Studio M&P to offer all-round specialist consultancy to the many categories of consumer goods market operators. From the requirements laid down to guarantee product safety, also in connection with the supervisory and control of public agencies (recall campaigns) through to the correctness and completeness of commercial communications relative to products, including promotional ones, and the preparation of contract documents necessary to regulate the allocation of liability to the various links of the production/distribution chain. M&P professionals are in a particularly good position to provide this kind of consultancy, thanks to the many years of experience in the field of litigation.

And in addition to this specific expertise, the firm also offers assistance with medical-healthcare liability, environmental liability and liability regarding road traffic and industrial accidents.

Reference professionals: Cristina Simoncelli, Luca Marcoccia, Luca Alessandrini Gentili, Lorenzo Bemporad.

The firm assists private clients in industrial relations (trade union negotiations) and in the preparation of individual contracts of employment for each category and level of workers in the various segments (subordinate work – part-time, project contracts, apprenticeships, etc.-, agency), as well as in drafting special clauses, such as non-competition clauses, confidentiality and secrecy clauses and stability provisions.

The assistance then extends to include the day-to-day management of the working relationship (application of disciplinary sanctions, transfers and secondments, changes in duties or other working conditions, etc.) and the change or dissolution of the contract (business transfers, individual and collective redundancies).

The professionals manage related disputes before the Employment Magistrate, the Conciliation Commissions and trade union or arbitration meetings.

Finally, the Firm deals with the procedures for issuing temporary residence permits for work purposes for its clients’ employees.

Reference professionals: Laura Imparato, Luca Marcoccia.

Since the introduction of the first Italian legislation governing personal data protection back in 1996, some of the firm’s professionals have been dealing with this matter and have now accrued solid knowledge of the intrinsic problems and related solutions, so as to provide qualified assistance not only to commercial businesses but also associations and entities.

The coming into force of the “General Data Protection Regulation” (GDPR) today requires businesses to rethink their corporate organisation and review their operating procedures. The firm offers its clients complete, daily consultancy aimed at making corporate business compliant with the new Regulation. From an analysis of the business processes involved by the reviews called for by the GDPR through to the adoption and implementation of the new operating procedures and their constant update in light of guidelines given by the European Data Protection Board (EDPF) and the National Data Protection Authority.

More specifically, Luca Alessandrini Gentili is qualified to act as Data Protection Officer – one of the new professional figures introduced by the EU legislation.

Reference professionals: Cristina Simoncelli, Luca Alessandrini Gentili.

Most of the firm’s professionals deal with litigation on a daily basis in all the areas in which M&P operates, assuring continuous dialogue, to mutual satisfaction, amongst contractual practice and legal activities.

Franco Maccabruni and Cristina Simoncelli are registered with the Official Roll of Lawyers admitted to the superior courts of the state bar (Constitutional Court, Supreme Court of Cassation, Council of State, Superior Court of Public Waters) and have worked there on multiple occasions.

The Rome offices offer all logistical support necessary to the proceedings before superior courts based there.

In addition, the skills acquired in arbitration disputes, in particular by Franco Maccabruni, thanks to his involvement in numerous Italian, foreign and international proceedings, as Sole Arbitrator, Chairman or Arbitrator, along with that of other members of the firm as Arbitrators or Secretaries and defence counsel, are a real asset.

The need and opportunity to manage both civil and criminal aspects together, of certain business choices or disputes regarding contractual and non-contractual liability, has driven the firm to reach long-term agreements with professionals operating in white collar crimes.

M&P therefore also offers clients the skills of professionals specialised in the various specific sectors of criminal corporate law.

In all cases, Luca Marcoccia guarantees the necessary coordination of in-house and external consultants called to assist clients in this business area.