BRESCIA MICCOLI E ASSOCIATI - STUDIO LEGALE
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STUDIO LEGALE BRESCIA MICCOLI E ASSOCIATI About us Our approach __________________________________________ __________________________________________ The firm was set up in 2007 by Marco G. Brescia Our aim is to provide clear, concise and practical and Giampiero Miccoli together with Alberto advice based on an in-depth knowledge of the Montanari under the name “Studio Legale legal, regulatory and commercial environment Montanari Brescia e Associati”. The firm provides a within which our clients operate. broad range of corporate and business services to its clients, which are both domestic and foreign, Our services are tailored to the needs of individual approximately on a 50/50 basis; in particular, the clients. Each client has a dedicated lawyer who firm advises and assists its foreign clients in coordinates the teamwork and is directly establishing and operating their business in Italy. responsible to meet client requirements efficiently and promptly. The firm is active in domestic and cross-border corporate transactions, mergers, acquisitions and Our core values embrace operating to the highest joint ventures, as well as in equity investments and professional standards with a strong commitment change of control transactions, assisting its clients to quality of service, cost-effective legal advice and in the adoption of the most suitable corporate building supportive and long-lasting relationships governance. with clients. The firm also provides its clients with litigation, arbitration and dispute resolution capabilities, Our people mainly in corporate and commercial law. __________________________________________ In the course of their practice, the members of the We recognize the importance of the contribution firm have built close working relationships with of all our people towards enhancing client service. specialists, agencies, authorities and several We foster consultation and the free flow of ideas international law firms: such relationships and know-how among our lawyers aiming at represent an asset to the firm. Being an obtaining efficient teamwork and an open and independent law firm, we are not restricted by effective working relationship. Thus, we invest exclusive alliances and are therefore free to work time and efforts in recruiting and training the with the most qualified professionals for each highest qualified attorneys from the most particular matter in order to ensure that our prestigious Italian law schools. clients obtain the best possible advice and representation, and benefit from our well- We also recognize that a significant international established network whenever the advice of other experience is a key component in understanding professionals is required. and serving the business objectives and needs of our domestic and foreign clients. The firm’s domestic and international clients range from privately owned to publicly listed companies, multinationals and private equity funds. www.mbalex.it Page 1
Studio Legale Brescia Miccoli e Associati Our lawyers have excelled in their academic may be involved, such as manufacturing, education. Some of them have studied in premier distribution, re-sale and supply agreements, foreign legal institutions and have the experience general terms and conditions of purchase and sale, of working abroad as foreign associates at leading public and private work contracts, licences, international law firms. franchising, agency and business finder agreements, and the like. Practice areas We assist our clients in each phase of the commercial agreement, from the identification of __________________________________________ the correct legal instrument to be adopted, to the Our core areas of business law include corporate drawing up and negotiation of the contractual law and mergers and acquisitions, commercial law documents, up to closing. and dispute resolution. We also provide advice in several additional fields which are complementary Real Estate Transactions to our full-service business law practice, including intellectual property, competition law, labour law The firm has built up a strong experience in the and bankruptcy. negotiation of lease agreements on behalf of Italian and foreign clients, having as their subject matter the so called “big leases” of commercial Corporate, Mergers and Acquisitions real estate premises (such as executive offices, production plants). Also, the firm is specialized in We are able to provide efficient and timely assisting its clients of the retail sector in the assistance in any matter of corporate law and acquisition of shops destined to retail sale, as well mergers and acquisitions, in particular in as branches of business having as their subject identifying the structure of the transaction, in the matter points of sale within shopping malls or due diligence exercise, in joint ventures, outlets. shareholders’ agreements, spin-offs and corporate restructurings, corporate governance and Corporate and Commercial Litigation antitrust. We assist clients in structuring strategic and cost- The firm was involved in various corporate and effective dispute resolution programs, also by antitrust aspects relating to the implementation in means of arbitration proceedings. Our expertise Italy of major acquisitions at European level. extends from pre-litigation advice to injunctive relief and provisional measures to full Businesses are counselled in connection with their representation before all Italian courts in all fields ongoing corporate and contractual matters. Start- of corporate and commercial law. We have acted up companies and investors are represented in as counsel in disputes involving parties from venture capital and private equity transactions. around the world and different types of commercial transactions. Commercial Law We also advise creditors and companies in We provide assistance to our clients with respect bankruptcy and reorganization proceedings. to any kind of contract in which entrepreneurs www.mbalex.it Page 2
Studio Legale Brescia Miccoli e Associati Competition Law We advise our clients on the impact of competition law on their commercial practices and agreements. We also prepare notifications to the Italian Antitrust Authority in the context of mergers and acquisitions and joint ventures. 5% 10% 15% 30% 40% Corporate M&A Contracts (incl. real estate transactions) Dispute resolution (incl. arbitration) Other www.mbalex.it Page 3
Studio Legale Brescia Miccoli e Associati MEMBERS OF THE FIRM Marco G. Brescia Professional Profile Education Marco's main areas of practice include mergers Doctor of Jurisprudence, University of Genoa, 1962 and acquisitions, contracts, corporate and commercial law. Institute of Comparative Law at New York University School of Law (M.C.J.), 1976 During his career Marco handled several cross- border acquisitions representing major multinational corporations. He was also actively Bar Admittance involved in the privatization process of some Italian entities. Admitted as Avvocato, 1968 Marco advises on the formation and management of companies, merger and acquisition transactions Languages and has held various directorship positions in the Italian subsidiaries of major corporations. Italian English His publications include "Offer to the public to French purchase securities (in short form, "OPA") under Italian law", "Cross Participations in Italy" published in the "Journal of the Japanese Institute of International Business Law" respectively in September 1989 and August 1990. “Setting up of the European Works Council in Community-scale undertakings” published in “Diritto e Pratica del Lavoro” no. 34, September 1996. "Public M&A market in Italy" published in the Global Counsel Handbooks, Mergers and Acquisitions, 2004/05 Edition. www.mbalex.it Page 4
Studio Legale Brescia Miccoli e Associati Giampiero Miccoli Professional Profile Education Giampiero's main areas of practice include Doctor of Jurisprudence, University of Naples, mergers and acquisitions, commercial contracts, 1998 corporate and competition law. Giampiero handled several private equity Bar Admittance transactions and through his working experience has built up a specific knowledge in the Admitted as Avvocato, 2002 information and communication business, in the construction business, as well as in industrial Admitted and qualified to defences before the sectors such as automotive, chemical and Supreme Court ("Corte di Cassazione"), 2018 pharmaceutical. Giampiero advises on the formation and Languages management of companies and holds various directorship positions in the Italian subsidiaries of Italian major corporations. English Giampiero has gained an extensive experience abroad, working at Taft, Stettinius & Hollister (Cincinnati, Ohio, USA), Stephenson Harwood (London, England) and Bär & Karrer (Zurich, Switzerland). www.mbalex.it Page 5
Studio Legale Brescia Miccoli e Associati Paola Maj Professional Profile Education Paola’s main areas of practice include corporate Doctor of Jurisprudence, University of Castellanza and commercial law, mergers and acquisitions, as (Varese), 2004 well as commercial contracts. Paola assists domestic and foreign clients in the Bar Admittance context of transactions for the purchase of companies and businesses, and investment Admitted as Avvocato, 2007 transactions. Paola assists clients also with respect to contracts Languages recurring in the ordinary and extraordinary course of business, such as joint venture, distribution and Italian agency agreements and work contracts; in the English latter field, Paola assists clients also in the various Spanish phases of public and private tenders. Paola has built up a strong experience in the retail sector, assisting clients mainly within the frame of re-sale and franchising agreements, lease agreements and business leases having as their subject matter points of sale in shopping malls and outlets. Paola has attended courses at the “Universidad Complutense” of Madrid, Facultad de Ciencias Económicas y Empresariales. www.mbalex.it Page 6
Studio Legale Brescia Miccoli e Associati Agostino Frau Professional Profile Education Agostino’s main areas of practice include Doctor of Jurisprudence, University of Cagliari, corporate law and M&A transactions such as 2009 mergers and demergers, acquisition and divestment of participations, businesses or their branches and setting up of joint ventures. Bar Admittance Agostino assists the firm’s clients in any aspect Admitted as Avvocato, 2013 pertaining to commercial contracts, mainly in the field of services agreements, lease agreements for commercial use and lease of businesses or their Languages branches. Italian During his working experience Agostino gained a English sound experience and knowledge in civil litigation, also with reference to credit collection and bankruptcy law, having assisted leading banks and insurance companies in this field. www.mbalex.it Page 7
Studio Legale Brescia Miccoli e Associati Beatrice Masi Professional Profile Education Beatrice’s main areas of practice include Doctor of Jurisprudence, University of Bari, 2001 commercial law, providing assistance to Italian and foreign clients. Bar Admittance During her career, Beatrice has achieved a significant experience in Italian and international Admitted as Avvocato, 2004 commercial contracts, franchising, agency and distribution and has assisted clients in establishing franchising networks, to which she provides now Languages day-to-day advice. Beatrice also manages civil litigations both in Court and out of Court through Italian arbitration. English She has worked on several acquisitions of companies, in different sectors, from the due diligence phase to the drawing up of the contractual documents. In addition, she has accrued specific skills in privacy and personal data protection issues. www.mbalex.it Page 8
Studio Legale Brescia Miccoli e Associati Valentina Novello Professional Profile Education Valentina’s main areas of practice include Doctor of Jurisprudence, University of Padova, commercial contracts, with particular reference to 2007 distribution contracts, commercial leases and business leases, as well as corporate transactions and civil litigation. Bar Admittance During her working experience Valentina has Admitted as Avvocato, 2011 assisted clients also with reference to bankruptcy proceedings and credit collection, in court and out of court, and has built up a specific knowledge in Languages execution proceedings. Italian Valentina assists domestic and foreign clients also English in connection with privacy matters and in the context of compliance with Law no. 231/2001. www.mbalex.it Page 9
Studio Legale Brescia Miccoli e Associati Giulia Costa Professional Profile Education Giulia’s main areas of practice include corporate Doctor of Jurisprudence, University of Trento, and commercial law. 2014 Giulia assists domestic and foreign clients in the context of mergers and acquisitions, in the Bar Admittance management of corporate governance fulfillments, in the negotiation of commercial leases and Admitted as Avvocato, 2018 business leases and, generally, of contracts relating to ordinary business activity, as well as in the context of participation to tenders, including Languages public tenders. Italian Giulia has attended courses at the Maastricht English University Faculty of Law, The Netherlands, and German has served an apprenticeship at the law firm Fuesser & Kollegen, Leipzig, Germany. www.mbalex.it Page 10
Studio Legale Brescia Miccoli e Associati Samuele Lazzaro Professional Profile Education Samuele’s main areas of practice include Doctor of Jurisprudence, University of Milan, 2014 commercial contracts and civil litigation, assisting clients also in credit collection practices and bankruptcy law. Bar Admittance During his working experience Samuele has also Admitted as Avvocato, 2018 provided judicial and extra-judicial assistance in credit collection for major companies belonging to the energy and telecommunications sectors, Languages gaining experience in enforcement procedures. Italian English www.mbalex.it Page 11
Studio Legale Brescia Miccoli e Associati Of Counsel Laura Gringeri Education Professional Profile Doctor of Jurisprudence, University of Milan, 1986 Laura’s main areas of practice include commercial and corporate law; mergers and acquisitions; commercial contracts; civil, commercial and Bar Admittance corporate litigation proceedings. Admitted as Avvocato, 1992 During her career Laura handled several acquisitions of companies and businesses, and Admitted and qualified to defences before the private equity transactions. Supreme Court ("Corte di Cassazione"), 2004 She also provides assistance to clients with respect to contracts in which entrepreneurs may be Languages involved (such as distribution agreements, agency agreements and the like). Her expertise extends Italian from pre-litigation advice to representation before English all Italian courts in all fields of commercial and civil Spanish law, including litigation relating to credit French collection. www.mbalex.it Page 12
Studio Legale Brescia Miccoli e Associati Marco Resca Professional Profile Education Marco’s main areas of practice include commercial Doctor of Jurisprudence, Catholic University of law, with particular focus on insurance law and Milan, 1980 intellectual property law, as well as real property law, providing legal advice both for general legal matters and for litigation proceedings. Bar Admittance During his career he has supplied his assistance to Admitted as Avvocato, 1984 primary Italian and foreign multinational companies, operating in the areas of Admitted and qualified to defences before the manufacturing and services. Supreme Court (“Corte di Cassazione”), 1997 He also provides assistance with regard to drafting of various agreements in which enterprises may be Languages involved, such as cooperation agreements, supply Italian agreements and distribution agreements. English French His expertise extends from pre-litigation advice to representation before Italian courts in all fields of commercial and civil law. www.mbalex.it Page 13
Studio Legale Brescia Miccoli e Associati Roberto Miccoli Professional Profile Education Roberto’s main areas of expertise include: legal Doctor of Jurisprudence, University of Naples, and operational aspects of outsourcing projects 1994 and management, data protection, intellectual property, software licensing, IT TLC and Master’s Degree in Law and Economics of the technological contracts, commercial contracts, European Communities (Scuola di Specializzazione banking and financial law. in Diritto ed Economia delle Comunità Europee), University of Naples, 1996 During his career at UniCredit Group Roberto held directorship positions in Hungary and the Czech Master’s Degree in Banking (Scuola di Republic and handled several domestic and cross- Specializzazione in Discipline Bancarie), University border corporate transactions and outsourcing of Siena 2001 projects. Bar Admittance Admitted as Avvocato, 1998 Languages Italian English www.mbalex.it Page 14
Studio Legale Brescia Miccoli e Associati Our offices are conveniently located in the heart of downtown Milan, just a few steps from the Duomo cathedral, La Scala theatre and the Brera Art Academy. Studio Legale Brescia Miccoli e Associati The offices are also close to the Court of Milan, 4 Via Ciovasso - 20121 Milan City Hall, the Police Headquarters and CONSOB Tel. +39.02.3211521 (the Italian Security Exchange Commission). Fax +39.02.32115252 e-mail: info@mbalex.it Our offices are easily reachable by public www.mbalex.it transport: three subway lines (red, green and yellow) have stops nearby and the three major railway stations (Centrale, Garibaldi and Cadorna) are near at hand. www.mbalex.it Page 15
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