Corporate & M&A

Our team advises on company law and corporate governance at every stage of a company’s life, covering the following:

• Advising shareholders and boards of directors on a wide range of company law issues.
• Acting as secretaries of boards or as external counsels on company law of all types of companies.
• Designing and implementing corporate restructurings, including mergers, spinoffs, and other corporate transactions.
• Duties and liability of directors.
• Remuneration of directors and senior executives.
• Drafting, negotiations and advice on the enforceability of shareholders’ agreements.
• Articles of association, regulations of the general shareholders’ meeting and regulations of the board of directors.
• Advising on reserved majority matters, restrictions to the free transferability of shares, corporate governance, composition and appointment of management bodies, dividend policies and resolution of deadlocks.
• Advising shareholders, boards of directors, board committees and senior management on best corporate governance practices.
• Conflicts between shareholders.

The expertise of our Corporate & M&A team includes advising on a variety of matters concerning listed companies. Our team has lawyers with a deep knowledge of a number of regulatory aspects that do affect listed companies. The latter is to be highlighted, as the legislation affecting listed companies is getting increasingly complex.

The advice to listed companies includes the following:

• Transparency obligations.
• Use of privileged information.
• Anti-money laundering.
• Disciplinary files opened by regulatory bodies.
• Corporate governance.

Family Owned Businesses have specific legal needs that should be carefully and duly covered. Our Corporate & M&A team has a value understanding of such legal needs and a broad experience advising Family Owned Businesses, including on the following matters:

• Shareholders’ agreements between family members and family protocols.
• Conflicts between family members in their condition of shareholders.
• Corporate governance.
• Company structuring.
• Succession of the Family Owned Business.
• Enforceability of shareholders’ agreements between family members.
• Implementation of the succession plan.

Our practice covers the drafting and negotiation of all kind of commercial agreements in a wide range of industries, including: 

• License agreements.
• Distribution agreements.
• Supply agreements.
• Engineering agreements.
• Franchise agreements.
• Agency agreements.
• Validity, non-compete undertakings and enforceability of commercial agreements.
• Conflicts arising out of commercial agreements.

Cases&Lacambra’s Energy & Infrastructures subpractice is expanding as part of the Firm’s core strategy. It comprises a wide range of matters concerning Corporate Law, Mergers and Acquisitions and Public Law, focusing in the field of renewable energies amongst other economic sectors.

• Our expertise across the sector includes wind, solar, biomass, energy from waste, hydro, storage and related technologies throughout all the lifecycle of projects. Our lawyers have a long experience in the industry, both as in-house and external counsels, which enables them to understand the underlying business and the complex inter-party issues.
• We advice developers, investors, including dedicated infrastructure funds, pension, and sovereign wealth funds and private equity, utilities and financiers on domestic and cross-border issues.
• Our Energy & Infrastructures practice also covers matters involving concessions of all kinds (water premises, hospitals, public services, etc.).