Equity Capital Markets

Our Equity Capital Markets Focus Team specialises in supporting companies through every stage of admission to listing and carrying out extraordinary transactions.

For over 15 years, the team has advised on the most prominent privatisations, listings, and public M&A deals and has assisted issuers, placement banks and selling shareholders with the most important transactions in Italy.

Key areas of expertise:

  • IPOs and capital increases: unrivalled ability to manage IPOs – be it for the issuer, the placement banks or the selling shareholders. The team has unique expertise in corporate governance matters and ability to tailor governance structures to meet the particular needs of every company it assists with IPOs at the level of the listed company or at that of the main shareholders, structuring shareholders’ agreements and the articles of association of holding companies. The team draws on innovative models to best balance the business needs with market requirements and best practice. The team also supports medium-sized companies with listing on the AIM market, which medium-sized companies are increasingly using as a stepping stone to list on the main market.Issuers and placement banks also regularly call on the team to help them with rights issues and, more generally, capital increases reserved to certain current and/or new shareholders in relation to extraordinary transactions.
  • Public tender offers and stake-building processes: assistance with examining ownership structure to assess whether the rules on mandatory tender offers apply (including regarding the management of shareholders’ agreements and other matters involving parties acting in concert) and with the offering process (the team is usually asked to act as the main contact point). Investment funds and other market players also call on the team to assist structuring stake-building processes over listed companies, to assess whether mandatory tender offers rules apply and to ensure compliance with market abuse regulations.
  • Related-party transactions: assistance to issuers with defining their policies, mapping related parties and navigating through CONSOB’s regulations.
  • Extraordinary transactions: assistance with transformational transactions (e.g., mergers, demergers, company form change, contributions in kind and corporate reorganisations). The team provides support with developing and implementing corporate compliance and governance plans, assessing the implications of takeover bids, and gaining admission to trading of new shares issued to service an extraordinary transaction.

Here’s what sets the team apart:

  • Multidisciplinary team with unparalleled experience in all areas involved in capital markets transactions (tax, employment law, regulatory, administration law, banking law and competition law).
  • Long-standing relationships with the supervisory authority of Italy’s financial markets (CONSOB) and the Italian stock exchange (Borsa Italiana).
  • Managerial and business-oriented approach – efficient handling of transactions that require process management and detailed assessment of each and every legal issue.
  • A wide international experience – the team advises on transactions in the key European and global markets in collaboration with our international network of law firms renowned in their own jurisdictions.

 

Insights

Consob provides clarification on the highly debated topic of selective disclosure of certain information by a listed company to its shareholders - 2 April 2021

Consob recently published some Q&As on cases in which listed companies can establish information flows (including for information that is or could become price-sensitive) to shareholders and, in particular, to con-trolling shareholders. Consob clarifies that controlling shareholders have …

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Covid-19: Thresholds for major shareholding notifications are lowered under Art. 120 of the Italian CFA - 8 April 2020

As of 18 March, investors who come to hold shareholdings in listed companies exceeding 1% (3% for SMEs) must notify the issuer and CONSOB under Art. 120 of Italian Legislative Decree No. 58/1998, i.e., the Consolidated Financial Act (“CFA”). The resolution applies for three months from 1 …

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The ESMA underlines transparency obligations concerning the Business impact of Covid-19 - 26 March 2020

In light of the serious market instability and the physiologic financial distress of companies, operators and investors, national authorities are seeking and adopting countermeasures to protect, to the extent possible, the orderly functioning of markets until more clarity is obtained on the lik …

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