M&A, Private Equity, Real Estate

Extraordinary Transactions and Corporate Reorganization

Extraordinary transactions and corporate reorganizations are key tools for companies looking to grow, optimize their structure, or adapt to market changes. Our consulting focuses on:

• Mergers and Acquisitions (M&A): assisting in the planning, negotiation, and implementation of mergers, acquisitions, spin-offs, or transfers of business units, with emphasis on asset valuation and management of legal, tax, and corporate risks.
• Internal reorganization: support in defining corporate restructuring strategies, including reorganization of share capital, review of governance structures, and tax and asset optimization.
• Due diligence: pre-transaction analysis activities to identify any critical issues or risks associated with a transaction, whether from a legal, tax, or accounting perspective.

With in-depth knowledge of corporate and tax regulations, we assist companies at every stage of the process, helping clients choose the optimal transaction to achieve their goals, including tax optimization.

Transfers of Investments and Companies

The transfer of corporate holdings or businesses can be for strategic, financial or capital reasons. We offer specialized advice for:

• Disposal and acquisition of shareholdings: assistance in the purchase and sale of company shares, both in private equity transactions and in corporate governance contexts, with particular attention to the due diligence and tax structuring of the transaction.
• Sale and acquisition of businesses: support for transactions involving the sale or acquisition of entire business assets, including valuation of assets, drafting of sale and purchase agreements, and management of the tax and financial aspects of the transaction.
• "Management buy-out" and "buy-in" transactions: advising on the management of transactions in which internal management acquires ownership of the company(MBO), or in which new investors enter as controlling shareholders(MBI).

With in-depth knowledge of corporate and tax regulations, we help companies in acquisition and transfer transactions and achieve the objectives pursued by the reorganization operation.

Real Estate Investment, Management and Development Operations

In the real estate sector, investment, management, and development operations require a multidisciplinary approach to address challenges related to regulation, asset valuation, and market opportunity management. Our services include:

• Real estate investments: advising on transactions involving the purchase and sale of real estate assets, analyzing the profitability and associated risks, as well as the tax structuring of transactions.
• Real estate project development and management: assistance in the management of real estate development projects, including design, construction, and asset management. We offer support in urban planning, building permits, and structuring financing transactions.
• Foundations and enhancement of real estate portfolios: advising on the optimization and enhancement of real estate portfolios, improving investment returns and optimizing resource management.

Thanks to our experience, we are able to assist our clients at every stage of the process, from purchase and sale transactions to the management and enhancement of real estate assets.

Establishment of Corporate Vehicles and Mutual Funds

The creation of corporate vehicles and investment funds is essential for structuring private equity, venture capital and other investment transactions. We offer advice in the:

• Establishment of corporate vehicles: assistance in the creation of new legal entities for investment, acquisition and asset management transactions. This includes legal and tax structuring of the vehicle, management of holdings, and establishment of governance arrangements.
• Investment funds: support in the establishment of investment funds, including real estate funds, private equity funds and venture capital funds. We take care of the creation of the fund structure, drafting of legal documents of regulatory compliance and tax planning.

Our experts support businesses and investors in identifying the best solutions for each type of investment, ensuring that the chosen structure meets tax, legal and financial requirements.

Financing transactions, loan securitization and structured finance

Credit financing and securitization transactions are sophisticated tools for managing liquidity and financial risk. We offer advice and assistance for:

• Financing of corporate operations: advice in accessing bank financing, private or through structured debt instruments(bonds, senior or mezzanine loans). We take care of drafting and negotiating financing contracts, ensuring compliance with local and international regulations.
• Accounts Receivable Securitization: assisting in the securitization of corporate receivables, a process that allows companies to transform outstanding receivables into marketable securities. We help structure transactions, analyzing risks, and handling legal and tax aspects related to securitization.
• Structured finance: assisting in the design and implementation of complex instruments, such as derivatives, project finance and leveraged finance transactions.

Our experience enables us to structure the best financing, securitization and structured finance solutions.

Acquisition of Assets and Companies Through Turnaround Transactions

Turnaround operations consist of the acquisition of distressed companies or assets with the aim of restructuring them and getting them back on their feet economically. We offer advice on:

• Acquisition of distressed assets and companies: support in identifying and acquiring distressed companies or assets, with the aim of restructuring them and making them competitive again in the market.
• Restructuring and recovery plans: assisting in the drafting of turnaround plans, including operational reorganization, refinancing and renegotiation of debts, optimization of corporate management, and protection of stakeholder interests.
• Post-acquisition operations management: support in operational and strategic management of acquired companies to successfully implement recovery strategies and ensure sustainable growth.

Turnaround operations require careful analysis of the risks, opportunities, and resources required for business revitalization. Our experience enables us to guide clients through these complex processes with the goal of maximizing long-term value.