The Firm advises institutional investors, as well as private, on extraordinary transactions such as acquisitions, demergers, mergers, tender offers, IPOs, spin-offs, divestments of corporate branches and private equity transactions which may also involve counterparties from other countries.

The assistance provided in these contexts also includes legal due diligence services, the review and negotiation of related contracts and legal advice on corporate governance that may be required for the completion of the transaction.

In this context, Law INSiGHT leaders’ advice can include assisting clients to select the counterparty buyer or seller by leveraging the long-standing contacts of the Firm with Italian and foreign companies and with private equity funds.
The legal advice offered by Law INSiGHT leaders in the processes of acquisition carried out in countries other than Italy involves the management of the activity abroad – in coordination with local lawyers – which can include the interpretation of local laws for clients, the translation and legalization of documents in other languages than Italian and attending meetings even in other countries.
The Firm also assists clients on the conduct of corporate litigation both in court and out of court.

The Firm, in this field, helps clients to identify and set up the model of governance most suitable for the client’s organization and offers a company secretary management service which entails, among other things:

• the preparation, review and updating of the articles of association, related internal procedures and regulations (regulations of the internal board committees, management of information flows, codes of conduct, system and control models);
• the drawing up of shareholders’ agreements;
• ordinary corporate activities, such as calling shareholders’ meetings and board meetings, the role of secretary of meetings of the board of directors, the drafting of minutes and delegation of powers for directors and third parties’ legal representatives;
• connected opinions on the most suitable structure of powers based on the activity of the enterprise;
• the management of relations with the statutory board of auditors and independent auditors.

The Firm also provides legal advice on the establishment of new companies or on the opening of representative offices and branches in Italy and abroad.

Finally, Law INSiGHT leaders has specific expertise in identifying and drafting corporate documentation required for the participation of the companies in national and international public sector tenders. In this field the Firm assists clients to prepare, where required, resolutions of the board of directors and shareholders’ meetings and powers of attorney and certificates required by the call for tenders as well as agreements relating to Temporary associations of enterprises and joint venture agreements between operators participating jointly in the tender procedure.

GDPR management

The GDPR management service is carried out by Wanda, who has a longstanding and strong experience in the field of the personal data protection, supported by her team expert in GDPR compliance and with the support of experienced consultants in the field of organization, Information Technology, Risk Management, which complete the range of skills required by the European Regulation for the protection of personal data 2016/679 (GDPR) and the relevant national laws.

The consulting services rendered to the clients in this area of expertise include the following activities:

• verifying the specific corporate needs regarding personal data protection through an assessment of the company’s personal data and the process of them;
• mapping out the type of the personal data, the company procedures involved and the internal functions;
• assessment of the adequacy of the physical and logical security measures adopted by the Data Controller to protect the processed personal data;
• verifying, through the creation of a corporate organizational chart, the positions held for the assignment of roles and responsibilities set forth by the GDPR;
• drafting of the required company documents (information note, consents, acts of designation of external managers, privacy policy and cookie policy customized according to the characteristics of the client’s website);
• carrying out of routine and massive activities deriving from the implementation of the GDPR (complying with data subjects requests, mapping of consents, etc.);
• identification and drafting of the policies regulating the processing of personal data, the protection of the rights of the persons concerned, the data breach management, as well as company regulations governing the processing of personal data carried out through the use of company electronic tools, company e-mail, etc.;
• preparation of the data processing register;
• assessment of the level of risk of processing (Data Protection Impact Assessment – DPIA);
• assessment of the level of risk associated with the processing of personal data by video surveillance tools; the development of the related internal procedures and the advice on the operational solutions to be adopted;
• assessment of the level of risk involved in the biometric processing of personal data (e.g. fingerprints, facial features, retinal vascular structure detection, hand topography, gait analysis, etc.), development of related internal procedures and advice on the operational solutions to be adopted;
• audit of the level of implementation of the GDPR;
• GDPR due diligence for corporate acquisition;
• proposal of software solutions for the best management of the duties imposed by the GDPR with the support of qualified partners;
• ongoing assistance in the role of Data Protection Officer (DPO) and or assistance to the DPO appointed by the Data Controller;
• legal assistance in case of disputes arising from the violation of the GDPR.

Wanda holds the role of Data Protection Officer of some corporate groups with subsidiaries in other European countries and advice companies operating in the following sectors on the day-by-day compliance with the GDPR and other relevant legal provisions: catering, large-scale distribution, services, advisory and assurance, logistics, agro-food, public sector, Information Technology.

Companies’ administrative liability

Law INSiGHT leaders advises clients on the compliance with the Legislative Decree no. 231 of June 8, 2001 (“The vicarious administrative liability of companies and bodies”) and subsequent amendments, availing with consultants with expertise in the organizational field, where necessary. The advice to clients mainly entails the performance of the following tasks:

• risk assessment to identify the areas at risk of committing a crime through the examination of company documents and interviews with the personnel employed/retained by the company;
• assessment of the company’s internal procedures and drawing up of new procedures where required;
• drafting the Organizational and Control Model;
• reorganization of the delegations of powers to directors and managers, where necessary;
• drafting of the Code of Conduct;
• carrying out any preliminary activity for the establishment of the Supervisory Board and the selection of its members;
• drafting of the Rule of functioning of the Supervisory Board;
• assistance to the Supervisory Board;
• participating in the Supervisory Board as one of its members.

Advice for the health emergency management caused by the spread of SARS-CoV-2 (Coronavirus)

The Firm advice the clients for accomplishing the hygienic-sanitary duties imposed by the laws enacted by the Italian Government to fight the health emergency caused by the spread of SARS-CoV-2 (Coronavirus).

The legal advice takes also into account the provisions on the protection of personal data (GDPR) and the relevant laws (Legislative Decree 81/2008 – health and safety in the workplace, 231/2001 – administrative liability of companies).

Law INSiGHT leaders’ also makes judgments and issues opinion about the contractual provisions that may not be enforceable as a result of SARS-CoV-2 (for example: procurement contracts, supply contracts, sale and purchase of shares, etc.)

Law INSiGHT leaders assists clients in preparing, reviewing and negotiating contracts of any nature both nationally and internationally and in their termination stage, handling out of court negotiations and any litigation. Among the contracts in respect of which the Firm has specific expertise in, are, merely by way of example, the following:

• contracts relating to the sale and purchase of equity participations, going concerns and real estate complexes;
• shareholders’ agreements;
• loan agreements (including intragroup loan agreements);
• intragroup services agreements;
• consulting services agreements;
• agreements for independent consultants and subordinate employees;
• contracts relating to the development of software, IT contracts and the protection of intellectual property rights;
• mandate agreements;
• procurement contracts.

Law INSiGHT leaders provides legal advice in relation to the processes of internationalization of Italian enterprises through a network of professional service providers, chambers of commerce, embassies and consulates.

The Firm is, in any case, the first point of contact for the client and performs the legal services it is instructed to provide both in Italy and the country in which the operation is to be conducted. Therefore, in the name and on behalf of the client and in accordance with its directives it accordingly:

• draws up the contracts and documents required to ensure the proper execution of the operation in accordance with law;
• negotiates the economic value of the legal advice that may be provided by the local lawyer and interprets the laws of the country in which the transaction is to be conducted on behalf of the client;
• ensures that all the documents in a language other than Italian are understood by the client or that the documents in Italian intended for another country are correctly translated and certified;
• takes part in meetings also in the foreign country receiving the investment.

The Firm also assists foreign enterprises that intend to invest or establish a branch or subsidiary in Italy and guarantees that it will manage in their entirety the legal services that must be provided in Italy, both in the stage of setting up the branch or subsidiary and in the subsequent stage of development of the company ensuring the complete management of legal issues.

Law INSiGHT leaders assists SMEs and start-up companies, including the innovative startup companies under the Legislative Decree no. 179 of 18 October 2012. The legal services involve legal general counselling and therefore supplements the expertise already present in the company’s organization and favors the growth and consolidation of the client in full compliance with the law which regulates the sector to which it belongs. The services performed for the SMEs and start-up companies includes advice on incorporating the company, drafting of shareholders’ agreements, protection of the intellectual property rights, legal due diligence, identifying the credit lines or investors which can favor their growth or the internationalization of their business. The Firm is the legal advisor of a foundation which invests in life science projects aiming at incorporating innovative startup companies and researching investors of national and international standing.

The process of reorganizing resources and processes is delicate because it impacts human resources with significant process changes, the assignment of responsibilities and above all the culture of the company. An appropriate reorganization begins with a positive message of better coordination of tasks, less waste of time and economic resources, greater internal client satisfaction and, consequently, renewed standing of the legal department compared to other departments in the company. Further, it allows internal resources to dedicate more time and energy to matters of priority and strategic company issues promoting their professional growth. The first objective of the reorganization and the subsequent efficient management of the legal function is therefore not the reduction of costs or resources but greater efficiency under parity of conditions. With the assistance of advisors who supplement the firm’s expertise, Law INSiGHT leaders provides a consulting service to establish, reorganize and manage effectively a Corporate Legal Department which entails, merely by way of example:

• identifying the activities that are linked to the legal function of a company on the basis of the type of business activities carried on;
• determining the ideal number of staff to work with the head of the function and the professional skills required in the company, the allocation of roles and the delegation of responsibilities in accordance with the respective areas of competence in order to foster professional growth by drawing on the experience and professional expertise of each person involved;
• drawing up the internal procedures of the legal function for the proper and prompt performance of the tasks and coordination with other company functions;
• identifying any processes to be outsourced;
• managing relations with other external law firms which assist the legal department and controlling costs for tasks assigned to these firms. This is achieved by developing and applying appropriate internal procedures and contracts (legal cost management).