INTRANET
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Corporate, mergers & acquisitions

Corporate, mergers & acquisitions

Our team assists clients in all stages of their corporate transactions (mergers, demergers and acquisitions, leveraged buy-outs, spin-offs, transfers and the lease of going concerns, liquidations and restructurings), in particular with:
• Devising and identifying the best structure from a legal and tax perspective;
• Due diligence exercises
• Drafting and negotiating:
• Sale & purchase contracts;
• Transfer agreements;
• Agreements relating to the lease and/or disposal of going concerns;
• Closing and post-closing activities.

The team provides full support and assistance on all corporate law matters, including:
• Setting up companies and joint ventures;
• Drafting memorandum and articles of association and shareholder agreements;
• Corporate governance.

The team has specific expertise in the drafting and the implementation of compliance models under Legislative Decree 231/01 relating to corporate liability.

Several members of the team also sit on Supervisory Bodies.

PEOPLE

Nicola Romano

Position: Partner
Email: nromano@quorumlegal.com
Categories: Partners
Languages: Italian and English
Office: Rome and Milan

BIOGRAPHY
Nicola is an expert in corporate, commercial and real estate, including advising on domestic and international litigation and arbitration. He advises both Italian and international clients on their corporate, commercial and real estate transactions.
He is a member of the International Bar Association (IBA).
Admitted to Rome Bar Association.
Admitted to Supreme Courts Bar.
Graduated in law at Rome’s “LUISS-Guido Carli” University (maxima cum laude, 1994).
Nicola has authored numerous articles and publications and is often called to speak at conferences and seminars.
Described by Legal500 as “Highly skilled”.

ASSOCIATIONS
Ordine Avvocati Roma    IBA

Nicola Romano

Partner

Francesco Fiore

Position: Partner
Email: ffiore@quorumlegal.com
Categories: Partners
Languages: Italian, English and German
Office: Milan

BIOGRAPHY
Francesco assists Italian and international clients in relation to corporate law, commercial law, real estate (with a particular focus on the retail sector) and compliance matters.
He has gained significant experience in relation to the drafting and implementation of compliance models pursuant to Legislative Decree 231/2001 (including the related risk mapping, risk analysis and gap analysis) and sits on a number of supervisory boards.
He is often called to speak at conferences and seminars in relation to corporate law, corporate governance and privacy related topics.

PUBLICATIONS
– “Privacy for professionals and businesses”, Giuffrè, 2018

ASSOCIATIONS
Ordine Avvocati di Napoli IBA

Francesco Fiore

Partner

Guido Molinari

Position: Partner
Email: gmolinari@quorumlegal.com
Categories: Partners
Languages: Italian, English, French
Office: Rome

BIOGRAPHY
Guido is an expert in corporate law, M&As, energy law and public services, with a particular focus on corporate transactions, including special projects, and acquisitions in the utilities sector, both at national and international level. He has advised on restructuring and privatisation transactions for public service sin developing countries. He also operates in the Capital Market and Private Equity sectors, in particular in relation to privatisation and development projects in Italy and abroad, transactions in the energy, hydro-environment and transport sectors. He represents clients in proceedings before the main independent administrative authorities (the Bank of Italy, financial markets watchdog CONSOB, the Privacy Authority, the Communications Authority, AEEG, etc.).
Registered in the Special Register of Lawyers admitted to legal aid before the Court of Cassation and other Higher Jurisdictions.

PUBLICATIONS
– “The regulatory framework for Italian public utility services”, in International Business Lawyer – 1/2001
– “The new legislative framework for the electricity sector and main laws”, in Diritto e Diritti – www.diritto.it, 1/2001
– “Legislative framework for the hydro sector”, in Diritto e Diritti – www.diritto.it, 2/2001
– “In house providing and corporate law aspects”, in “Il Nuovo Diritto”, 1/2006
– “The reform of the haulage sector: first comments on Legislative Decree 285 of 21 November 2005”, in Diritto e Diritti – www.diritto.it, 4/2006
– “Listed Real Estate Investment Companies in Italy” in Magistra – Banca e Finanza, Rivista giuridica elettronica, 10/2008
– “The system of administrative (criminal) liability of legal entities under the 8th June 2001 Legislative Decree n. 231”, in Magistra – Banca e Finanza, Rivista giuridica elettronica, 10/2008

ENGAGEMENTS
– Researcher with for the Private Law, Commercial Law and EU Commercial Law department with the “La Sapienza” University, Faculty of Economics, Department of Private and European Law.
– Member of a Supervisory Committee (Legislative Decree 231/01) for a leading public services company.
– Member of the Committee for drafting international contract templates for SMEs, set up by the International Trade Center (ITC), World Trade Organization (UN).

EDUCATION
– Degree in law from the La Sapienza University in Rome
– Columbia University School of Law, NYC – “Semester Program in American and International Trade Law”
– Leyden/Amsterdam – Columbia Summer Program in American Law
– “La Sapienza” University of Rome – Faculty of Economics and Commerce– Jean Monnet
Program, “Post Graduate Course in European Administrative Law”
– “La Sapienza” University of Rome – Specialist course in the privatisation of public services held by Prof. Sabino Cassese

ASSOCIATIONS
Ordine Avvocati Roma

Guido Molinari

Partner

Roberto Sparano

Position: Partner
Email: rsparano@quorumlegal.com
Categories: Partners
Languages: German, Italian, English, French
Office: Rome

BIOGRAPHY
Graduated cum laude in law from Naples Università Federico II.
Roberto has worked from London, Brussels and New York, gaining important international experience with leading law firms. He collaborated with the Italian Communications Authority, advising on competition in the TMT sector, M&As, private equity and finance.
He provides legal advice in relation to complex corporate projects, both distressed and cross border, and to private equity and venture capital investments. Roberto assists clients with setting up alternative property and asset investment funds. He assists start-ups and innovative SMEs in relation to investments and fund raising, including crowdfunding, initial coin offering and private placements.

PUBLICATIONS
– “ISP competition gets hotter”, in International Technology Law Review, 9/2001
– “New ADR for the Communication Market”, in International Technology Law Review, 10/2001
– “Pay per View Television Merger in Italy”, in International Technology Law Review, 11/2001
– “International Encyclopedia of Laws: Cyber Law”, in the Italian Section, Kluwer, 2008
– “La Società Europea: mito o realtà”, in Il Nuovo Diritto delle Società, 10/2003
– “La conformità del nuovo diritto societario italiano al piano d’azione diretto alla modernizzazione del diritto societario ed al rafforzamento della corporate governance all’interno dell’Unione Europea”, in Le Società, IPSOA, 2/2004
– “La Corporate Governance in Germania e nel Regno Unito”, in Il Nuovo diritto delle Società, 20 aprile 2005
– “Il nuovo Regolamento CE relativo al controllo delle concentrazioni tra imprese”, in www.altalex.it, 2004
– “Profili Legali delle Operazioni di MLBO”, in Halley Ed., 2006
– “Con la Brexit nell’immediato cambierebbe poco. Gli effetti si vedranno tra due anni”, in Milano Finanza, 10 giugno 2016
– “Crowdfunding, Si Cambia! o Forse No” in Invice, agosto 2016
– “Equity Crowfounding, Una Nuova Rivoluzione? In AziendaBanca, marzo 2017
– “Le architetture blockchain meglio del Gold Standard (Blockchain Architecture is the new Gold Standard)” con Sara Alivernini, in Invice, giugno 2017
– “La nozione di Controllo in Concorrenza, mercato e diritto dei consumatori”, in Trattato Omnia, Kluwer, 2018
– “Are We Bust? An Italian Question (and Answer)”, in Global Banking & Finance Review, settembre 2018

ASSOCIATIONS
Ordine Avvocati di Napoli

Roberto Sparano

Partner

Sara Alivernini

Position: Senior Associate
Email: salivernini@quorumlegal.com
Categories: Associates
Languages: Italian and English
Office: Rome

BIOGRAPHY
Specialising in corporate law, Sara provides national and international clients legal assistance with corporate transactions, from drafting and negotiating contracts relation to the acquisition of going concerns, due diligence exercises and related reports.
She assists the boards and management bodies of joint-stock companies and provides legal advice on the setting up of companies, branches and representative offices in Italy for foreign corporations.
Sara provides clients with advice on corporate compliance, including drawing up internal regulations and risk assessments, as well as drafting compliance models and plans under Legislative Decree 231/2001.
She graduated in law from Rome’s “La Sapienza” University and in 2007 obtained a Master in “Law and Business” at the Il Sole 24 Ore – Business School.
Sara started her career at the boutique Italian law firm Carnelutti, where she collaborated from 2008 to 2014.
Registered with the Bar Association for Rome.

PUBLICATIONS
Head of updating the online case law journal for the publisher Nel Diritto Editore (www.neldiritto.it).
– “Crowdfunding, changes! Or maybe not”, by S. Alivernini and R. Sparano, in “Invice”, 2016.
– “Equity Crowdfunding, a revolution?” by S. Alivernini and R. Sparano, in “Aziendabanca”, 2017.
– “Blockchain architecture better than the Gold Standard”, by S. Alivernini and R. Sparano, in “Invice”, 2017.
– Co-author with State Councillor Roberto Garofoli of the “Criminal Code”, Nel Diritto Editore, editions 2008, 2009, 2010 and 2011.
– General co-ordinator of the publication “Criminal Code with court precedents”, as part of the I Codici Superiori – by Guido Alpa and Roberto Garofoli, Nel Diritto Editore, editions 2009 to 2015.
– Collaboration on the revision of the “Administrative Code with court precedents” with State Councillors Francesco Caringella and Roberto Garofoli, Giuffrè, 2007.

ASSOCIATIONS
Ordine Avvocati Roma

Sara Alivernini

Senior Associate

Daniele Grossi Gondi

Position: Senior Associate
Email: dgrossigondi@quorumlegal.com
Categories: Associates
Languages: Italian
Office: Rome

BIOGRAPHY
A law graduate with the thesis in Roman Law, “Unborn Roman Law” from Rome’s “La Sapienza” University – 1992 –1999
01/10/1999–31/12/1999: Associate with the law firm Studio Legale Uva, Rome (Italy)
01/01/2010–31/12/2014: Associate with the law firm Carnelutti, Rome (Italy)
01/01/2015 – present: Senior Associate with Quorum Studio Legale e Tributario Associato, Rome (Italy)

Daniele Grossi Gondi

Senior Associate

Mariagiusy Portogallo

Position: Associate
Email: mportogallo@quorumlegal.com
Categories: Associates
Languages: Italian, English and German
Office: Milan

BIOGRAPHY
A graduate in law from the Seconda Università degli Studi in Naples with a thesis on Civil Procedural Law entitled “Enforcement of credits under Italian and German law” (October 2016).
Registered at the Bar Association for Naples.
She participated in the 27th “Law and Business” Master at the Business School Il Sole 24 Ore, Milan.
Mariagiusy joined the firm’s corporate department in 2017 where she has been gaining experience in advising Italian and international clients in relation to corporate and commercial law, contracts (including international), real estate and personal data processing.
She was on secondment with an important law firm in Munich where she provided Italian and German legal assistance on corporate law and international contracts matters.

PUBLICATIONS
Mariagiusy collaborated with drafting “Privacy law – Commentary on (EU) Regulation 2016/679 of the European Parliament and Council of 27 April 2016 relating to the protection of individuals’ personal data and the free circulation of data”, authorised by a team of lawyers from the firm Studio Legale e Tributario Quorum, Giuffrè, Milan, 2018.

ASSOCIATIONS
Ordine Avvocati Napoli

Mariagiusy Portogallo

Associate

Daniele Ruffelli

Position: Associate
Email: druffelli@quirumlegal.com
Categories: Associates
Languages: Italian and English
Office: Rome

BIOGRAPHY
A graduate of law from Rome’s “La Sapienza” University. Specialised post-grad course for the legal profession at LUISS Guido Carli University.
Daniele is specialised in civil law, commercial law and civil procedure and provides expert advice on contentious and non-contentious matters to individuals and Italian and multinational corporations.
He has a particular focus on sports law, in relation to which he provides legal advice and represents and defends clients in litigation and arbitration.
Registered with the Bar Association of Rome.

ASSOCIATIONS
Ordine Avvocati Roma

Daniele Ruffelli

Associate

Lorenzo Scapellato

Position: Senior Associate
Email: lscapellato@quorumlegal.com
Categories: Associates
Languages: Italian and English
Office: Rome

BIOGRAPHY
Graduated in law at Rome’s “La Sapienza” University (2001).
Master’s for lawyers in the IT and communications sector – A. C. Jemolo Institute, Rome (2002).
Lorenzo is an expert in corporate, commercial and IP, including advising on domestic and international litigation and arbitration. He advises both Italian and international clients.
Admitted to Rome Bar Association for Rome (2004).

ASSOCIATIONS
Ordine Avvocati Roma

Lorenzo Scapellato

Senior Associate

Valeria Vismara

Position: Associate
Email: vvismara@quorumlegal.com
Categories: Associates
Languages: Italian, English and French
Office: Milan

BIOGRAPHY

Graduated in law in 2014 from Milan’s Cattolica del Sacro Cuore University. In 2015 Valeria studied at St. Thomas University School of Law of Miami, where she obtained an LL.M. with cum Laude and won two scholarships and four CALI Book Awards. She was a researcher in public administrative law at St. Thomas University School of Law of Miami.

Valeria provides specialist advice in relation to Real Estate, Civil and Commercial Contract law, Due Diligence, M&A transactions, Privacy and Data Protection, Corporate Compliance and 231 Models. She is registered with the Bar Association for Milan.

AREAS OF ACTIVITY
Compliance, Privacy, , Start Ups

Valeria Vismara

Associate

Fabio Weilbacher

Position: Of Counsel
Email: fweilbacher@quorumlegal.com
Categories: Of Counels
Languages: Italian, English, German, French, Spanish
Office: Milan

BIOGRAPHY
Fabio has practices as a lawyer since 1986 and in addition to being a partner in leading international laws, he gained significant experience working for multinational US and UK corporations in the automotive sector on complex supply and distribution arrangements, joint-ventures, crisis situations with key suppliers and recall campaigns. He assists mid-size Italian corporations in relation to their expansion internationally, in particular in Germany, Turkey and France via either direct investment or setting up agency and distribution networks. Specialising in this niche area, Fabio has assisted some of Italy’s largest corporations over the last ten years on software financing, including resolving issues relating to creating, licensing, using and defending software products.
He is regularly called to speak at conferences and seminars on the US Foreign Corrupt Practices Act (FCPA) and its global repercussions for businesses

AREAS OF ACTIVITY
Corporate Law, M & A, ICT Agreements and Distribution Agreements, Litigation on International Jurisdiction

ASSOCIATIONS

Fabio Weilbacher

Of Counsel

NEWS