Legal

01

Corporate and M&A

We assist our customers on all types of corporate transactions and acquisitions, including those whose purpose is company reorganization or private equity investments. We are at our customers' side, helping them focus on their own goals through overseeing all phases of a transaction, while negotiating with the counterparts and preparing all the necessary legal and contractual documentation.

We have played a key role in some leading cases: competitive takeover bids – hostile, too – on listed companies and closed-end funds; privatizations of state-owned companies; splits and mergers, as well as reverse and cross-border mergers; establishment of contribution funds, acquisition of companies in regulated sectors. 

Contracts

We assist companies  in interpreting, analyzing, negotiating, writing and reviewing all the main types of business contracts, such as:

  • sales and supply (sales concessions, franchising, agency)
  • outsourcing
  • private tenders on services and works
  • energy projects (EPC, O&M)
  • lease and divestiture of companies or branches
  • hotel management

Litigation and Arbitration

Solidly equipped with a specific skill in the field of litigation, Koiné is able to assist its customers not only in trial and arbitration phases, but also in the previous, often delicate, phase. This means creating apt strategies that either avoid litigation or result in favorable results.

Our areas of coverage are extensive:  we move from classical civil law, including personal rights, real rights and inheritance issues, to business and corporate law, litigation, with a focus on litigation related to corporate acquisitions, liability actions, contestation of financial statements and general meetings' resolutions.

The acquired competence allows Koiné to assist its customers also in the phase of generational change, preventing or reducing the risk of litigation, characterized by a high degree of technicality.

Koiné’s professionals have frequently served as arbitrators, too.

Tax

Koiné’s professionals offer their customers solid experience in the field of tax law, which they have acquired in a span of more than 20 years:

(i) providing assistance in their relationships with the tax administration [Revenue Office], both in the pre-litigation phase (fiscal inspections; procedure of tax verification with acceptance; self-tutelage; tax collecting; foreclosure; tax agreements; interpellations), and in the litigation phase (procedures at the tax committees and at the Court of Cassation on issues regarding VAT, direct taxation, local taxation, stamp duty, taxes on inheritance and gifts);

(ii) assisting them in criminal suits related to tax law violations, by providing consultancy and supporting the legal defense chosen by the customer;

(iii) providing consultancy on tax matters, both domestic and international, on special corporate operations and generational hand-overs (also dealing with the fulfillments implied by the inheritance procedure), on corporate contract writing, on tax planning, on entrepreneurial projects.

Capital Markets

We assist issuers and intermediaries on IPOs, capital increases and the issuing of convertible bonds and warrants. We handle all relevant aspects (corporate structure, contracts, regulations), including the drafting of listing particulars, admission documents, by-laws, lock-up agreements, shareholders’ agreements. We also help identifying corporate governance models, compliant to law requirements and best business practices.

We actively take part in the elaboration of strategic decisions through combining our legal competence with our knowledge of corporate dynamics and finance markets. We are reliable and acknowledged speakers among the Regulation Authorities that oversee financial markets. 

Banking and Finance Law

Koiné possesses well-grounded experience in banking and finance law, especially focusing on litigation and bank-credit management.

In this area of interest, we assist our customers in the national context, on the various aspects of their operations: from consultancy to contract writing, from litigation to executive process and crisis procedures.

We share our working operational model with banks, thus tailor-making it to suit their objective and the type of banking products considered.

Our assistance also includes the regulation of the Banca d’Italia as well as that of the other public Authorities operating in this sector, from the Antitrust Authority to Consob, to OAM – Organismo degli Agenti e Mediatori (Authority on Agents and Brokers).

Real Estate and Real Estate Financing

We have gained a specific competence in all operations of real estate finance (IPO of real estate companies, listing of real estate funds, startup and structuring of asset management companies, public takeover bids on real estate funds and companies, restructuring, etc.).

We regularly assist entrepreneurs dealing with real estate, industry or trade, as well as institutional and financial subjects, on any operation related to real estate.

Thanks also to its cooperation with major players in this field, Koiné is able to offer a wide gamut of services in all key phases of real estate operations, from due diligence to writing and negotiating the contractual documents. 

Information Technology and Intellectual Property

Koiné provides assistance to telecommunication companies and information technology companies under the IT Law: software and programming, data bases, cloud computing, multimedia, and audiovisual tools.

Consultancy and defense encompass all the different issues related to e-commerce and the web in general, with the aim of protecting companies’ intangible heritage: from made-in-Italy to industrial design, from domain names to websites and IP addresses. 

Koiné has built up a specific competence at managing litigation, whether related to administrative issues, at Agcom, or connected with the protection of copyright on the web, with the right of access and entrepreneurial freedom, whether pro-users or pro-internet providers. 

Environment and Renewable Energies

The experience we have gained in the field of finance and real estate has enabled us to develop strategic and legal expertise in the environmental field, too, at first on such typical real estate business issues as: energy efficiency in buildings, use of recycled materials, and land reclaim.

The increasing interest in green business and renewable energies, in particular photo-voltaic and wind, enhanced by the regulation that initially supported the development of these new technologies, enabled each partner to gain significant expertise in corporate operations and organization, as well as the development of startups and joint ventures. 

We also cured the establishment of an asset manager operating in the environmental sector, the first to obtain the authorization of the Bank of Italy for the management of both private equity and real estate funds.

01

We assist our customers on all types of corporate transactions and acquisitions, including those whose purpose is company reorganization or private equity investments. We are at our customers' side, helping them focus on their own goals through overseeing all phases of a transaction, while negotiating with the counterparts and preparing all the necessary legal and contractual documentation.

We have played a key role in some leading cases: competitive takeover bids – hostile, too – on listed companies and closed-end funds; privatizations of state-owned companies; splits and mergers, as well as reverse and cross-border mergers; establishment of contribution funds, acquisition of companies in regulated sectors. 

We assist companies  in interpreting, analyzing, negotiating, writing and reviewing all the main types of business contracts, such as:

  • sales and supply (sales concessions, franchising, agency)
  • outsourcing
  • private tenders on services and works
  • energy projects (EPC, O&M)
  • lease and divestiture of companies or branches
  • hotel management

Solidly equipped with a specific skill in the field of litigation, Koiné is able to assist its customers not only in trial and arbitration phases, but also in the previous, often delicate, phase. This means creating apt strategies that either avoid litigation or result in favorable results.

Our areas of coverage are extensive:  we move from classical civil law, including personal rights, real rights and inheritance issues, to business and corporate law, litigation, with a focus on litigation related to corporate acquisitions, liability actions, contestation of financial statements and general meetings' resolutions.

The acquired competence allows Koiné to assist its customers also in the phase of generational change, preventing or reducing the risk of litigation, characterized by a high degree of technicality.

Koiné’s professionals have frequently served as arbitrators, too.

Koiné’s professionals offer their customers solid experience in the field of tax law, which they have acquired in a span of more than 20 years:

(i) providing assistance in their relationships with the tax administration [Revenue Office], both in the pre-litigation phase (fiscal inspections; procedure of tax verification with acceptance; self-tutelage; tax collecting; foreclosure; tax agreements; interpellations), and in the litigation phase (procedures at the tax committees and at the Court of Cassation on issues regarding VAT, direct taxation, local taxation, stamp duty, taxes on inheritance and gifts);

(ii) assisting them in criminal suits related to tax law violations, by providing consultancy and supporting the legal defense chosen by the customer;

(iii) providing consultancy on tax matters, both domestic and international, on special corporate operations and generational hand-overs (also dealing with the fulfillments implied by the inheritance procedure), on corporate contract writing, on tax planning, on entrepreneurial projects.

We assist issuers and intermediaries on IPOs, capital increases and the issuing of convertible bonds and warrants. We handle all relevant aspects (corporate structure, contracts, regulations), including the drafting of listing particulars, admission documents, by-laws, lock-up agreements, shareholders’ agreements. We also help identifying corporate governance models, compliant to law requirements and best business practices.

We actively take part in the elaboration of strategic decisions through combining our legal competence with our knowledge of corporate dynamics and finance markets. We are reliable and acknowledged speakers among the Regulation Authorities that oversee financial markets. 

Koiné possesses well-grounded experience in banking and finance law, especially focusing on litigation and bank-credit management.

In this area of interest, we assist our customers in the national context, on the various aspects of their operations: from consultancy to contract writing, from litigation to executive process and crisis procedures.

We share our working operational model with banks, thus tailor-making it to suit their objective and the type of banking products considered.

Our assistance also includes the regulation of the Banca d’Italia as well as that of the other public Authorities operating in this sector, from the Antitrust Authority to Consob, to OAM – Organismo degli Agenti e Mediatori (Authority on Agents and Brokers).

We have gained a specific competence in all operations of real estate finance (IPO of real estate companies, listing of real estate funds, startup and structuring of asset management companies, public takeover bids on real estate funds and companies, restructuring, etc.).

We regularly assist entrepreneurs dealing with real estate, industry or trade, as well as institutional and financial subjects, on any operation related to real estate.

Thanks also to its cooperation with major players in this field, Koiné is able to offer a wide gamut of services in all key phases of real estate operations, from due diligence to writing and negotiating the contractual documents. 

Koiné provides assistance to telecommunication companies and information technology companies under the IT Law: software and programming, data bases, cloud computing, multimedia, and audiovisual tools.

Consultancy and defense encompass all the different issues related to e-commerce and the web in general, with the aim of protecting companies’ intangible heritage: from made-in-Italy to industrial design, from domain names to websites and IP addresses. 

Koiné has built up a specific competence at managing litigation, whether related to administrative issues, at Agcom, or connected with the protection of copyright on the web, with the right of access and entrepreneurial freedom, whether pro-users or pro-internet providers. 

The experience we have gained in the field of finance and real estate has enabled us to develop strategic and legal expertise in the environmental field, too, at first on such typical real estate business issues as: energy efficiency in buildings, use of recycled materials, and land reclaim.

The increasing interest in green business and renewable energies, in particular photo-voltaic and wind, enhanced by the regulation that initially supported the development of these new technologies, enabled each partner to gain significant expertise in corporate operations and organization, as well as the development of startups and joint ventures. 

We also cured the establishment of an asset manager operating in the environmental sector, the first to obtain the authorization of the Bank of Italy for the management of both private equity and real estate funds.

Governance

02

Advisory

We assist listed and non-listed companies, as well as those operating in regulated sectors, in structuring (or re-structuring) their governance system. We typically intervene in the crucial phases of change: IPOs, generational hand-overs, implementation of new best practices

We are often requested to offer our managerial expertise, thus supporting one or more top rank positions (Chairman, CEO, Advisory Boards, Board of Statutory Auditors, General Manager, General Counsel, CFO). 

Support may also consist of temporarily working within the company and/or serving as member of the Board of Directors, either as an statutory auditor or liquidator.

Board Assistance

Secretaries are essential to a smooth-running board of directors. They prepare board discussions by discreetly connecting the company’s structure to the Board, the CEO and the Chairperson. They are also responsible for ensuring the thoroughness of information supplied to the directors, as well as its consistency with previous information flows.

The services provided by Koiné range from taking on the role of  secretary (on the funds’ advisory boards, too), to external supporting to the competent corporate function.

Compliance

We assist listed companies, banks, investment companies, asset managers and other finance players in every topic inherent to the implementation of the market regulation as well as the supervision of finance and bank services.

Board Review

We organize and develop processes of self-assessment for the administrative and auditing bodies of listed and regulated companies.

Induction

We organize and develop programs of regulatory induction for the administrative and auditing bodies in listed and regulated companies.

02

We assist listed and non-listed companies, as well as those operating in regulated sectors, in structuring (or re-structuring) their governance system. We typically intervene in the crucial phases of change: IPOs, generational hand-overs, implementation of new best practices

We are often requested to offer our managerial expertise, thus supporting one or more top rank positions (Chairman, CEO, Advisory Boards, Board of Statutory Auditors, General Manager, General Counsel, CFO). 

Support may also consist of temporarily working within the company and/or serving as member of the Board of Directors, either as an statutory auditor or liquidator.

Secretaries are essential to a smooth-running board of directors. They prepare board discussions by discreetly connecting the company’s structure to the Board, the CEO and the Chairperson. They are also responsible for ensuring the thoroughness of information supplied to the directors, as well as its consistency with previous information flows.

The services provided by Koiné range from taking on the role of  secretary (on the funds’ advisory boards, too), to external supporting to the competent corporate function.

We assist listed companies, banks, investment companies, asset managers and other finance players in every topic inherent to the implementation of the market regulation as well as the supervision of finance and bank services.

We organize and develop processes of self-assessment for the administrative and auditing bodies of listed and regulated companies.

We organize and develop programs of regulatory induction for the administrative and auditing bodies in listed and regulated companies.