Corporate & Contracts
Acquisitions, disposals and reorganizations in the United States.
Buying a US company, selling a business unit or bringing in a new shareholder are transactions where corporate law and both tax systems are tangled together. We coordinate the advisors on both shores and hold the thread from the first analysis to integration.
What it covers
Preliminary analysis and due diligence
Accounting, tax and corporate review of the target: open positions with the authorities, existing contracts, staff, litigation and hidden liabilities.
Deal structure
Share purchase or asset purchase, tax effects in Italy and in the United States, payment terms and price adjustment clauses.
Coordinating the advisors
A single point of direction across US counsel, Italian advisors, banks and auditors, with one person holding timing and documents together.
Post-deal integration
Aligning the acquired company accounting, payroll, contracts and filings with those of the group, in the months when it is decided whether the deal works.
The hard part starts the day after signing.
Deals rarely collapse at the negotiating table: they wear down afterwards, when unfiled state returns, misclassified employees or contracts that terminate on change of control come to light. A proper due diligence catches those in time and turns them into price or warranties.
So we look at the transaction from the point of view of whoever will have to run the company the following month, not only of whoever is buying it.