Corporate and M&A

Expertise, experience and innovation in the legal, regulatory and compliance consultancy sector

Corporate and M&A

The activities

In Corporate Law and M&A, GIM Legal has extensive know-how and offers its assistance and advice on:

  • Due diligence of the target company to evaluate the risks and opportunities of the M&A operation;
  • Definition of the structure of the operation, including financing and tax structuring;
  • Drafting of the legal documents necessary for the transaction, including letters of intent, investment agreements (MOU), financing agreements, guarantee agreements and non-compete agreements;
  • Assistance and support in the negotiation phase of the operation and resolution of any disputes that may arise;
  • Assistance in obtaining the regulatory authorizations necessary for the M&A operation (Golden Power, BCE, Bank of Italy, Consob, IVASS, etc.);
  • Support in the post-acquisition integration phase, including merger, acquisition and corporate reorganization processes;
  • Risk assessment, compliance and internal audit;
  • Formalization of Model 231 and of the Code of Ethics;
  • Mapping of the so-called sensitive areas, of the relevant processes pursuant to Legislative Decree 231/2001;

Corporate and M&A

  • Update of MOG 231 and procedures set up to oversee the entity through continuous support to the corporate functions involved;
  • Assistance in the event of contestation of the pecuniary and/or disqualification sanctions envisaged by Legislative Decree 231/2001;
  • Support to Supervisory Bodies (SB);
  • Preparation of organizational safeguards and procedures on whistleblowing;
  • Advice and assistance with reference to the obligations required by Legislative Decree n. 231/2007 and by EU Directive no. 2018/843 (so-called Anti-Money Laundering Directive);
  • Training and/or updating of customer due diligence procedures as well as reporting suspicious transactions of insider trading or market abuse;
  • Preparation of documents whose transmission to the Supervisory Authorities (e.g. Bank of Italy) is mandatory (e.g. Annual report on the anti-money laundering function, risk self-assessment document);
  • Organization of training activities on anti-money laundering;
  • Assistance in the context of sanctioning proceedings before the Supervisory Authorities and in the jurisdictional phase;
  • Assistance and consultancy in drafting policies and procedures for reporting suspicious transactions;

Investment banking

Corporate and M&A

  • Assistance and consultancy in the drafting of policies for maintaining the so-called 'Insider List';
  • Corporate, regulatory and tax due diligence necessary for listing on the stock exchange;
  • Extraordinary corporate transactions preliminary to the admission to trading of financial instruments;
  • Relations with the sponsor bank and the other subjects involved in the listing process (financial advisor, intermediaries belonging to the placement consortium, Nomad, auditing firm, investor relator, etc.);
  • Relations with Consob and Borsa Italiana for the approval of the information prospectus, the listing prospectus and the remaining documentation required by the Consolidated Law on Finance and the Consob Issuers' Regulations and by the legislation issued by Borsa Italiana;
  • Relations with Crowdfunding platforms;
  • Drafting of the information document and/or the information prospectus for stock exchange listing on the Extra market - Mot Pro, List of Vienna, Luxembourg, Malta, etc..
  • Legal advice on ESG and sustainability laws and regulations, as well as support companies in complying with existing regulations
  • Legal assistance to companies in complying with the ESG and sustainability standards required by their stakeholders, such as investors, regulators and international organizations.

Corporate and M&A

Customers

Our experience and expertise in the legal and regulatory field allows us to offer complete and personalized support to companies and intermediaries in the field of Corporate Law and Economic Criminal Law, such as:

banks

Business Angel

Pension funds

Banking foundations

Corporate Groups

Construction companies

Insurance companies

Financial Institutions

Crowdfunding platforms

SGR.

SICAF

SIMs.

Listed companies

Financial companies

Innovative startups

Venture Capital

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