D&S – De Dominicis & Sparano has gained a consistent and highly qualified experience in the segment of extraordinary transactions (M&A, Project Financing, Banking, and Finance).

The firm has also been called to manage a number of special situations where the activities of advising in private equity investments and distress transactions (including restructuring in bankruptcy, turnaround and liquidation) were predominant.

Domestic and international clients are entrepreneur’s investors, institutional entities, private equity funds and insurance related companies.

D&S – De Dominicis & Sparano can diversify its way of consulting in order to advice its clients in connection with particularly critical situations including situation of distress of public and/or private company.

The firm has been managing big companies groups in optimizing assets and resources arising from bankruptcy - similar procedures - or hostile takeovers.

In these circumstances D&S – De Dominicis & Sparano suggests the most convenient strategy to be followed, usually, visualising and displaying the structure of the deal and the results of the legal, tax, finance and labour due diligence. Then its experts take care of the drafting and negotiation of the agreements, following their execution (during, pre and post closing phases).

• advising during start-up: individuation of the kind of company / legal entity in connection with the object of the company, the relevant market, the tax optimization, the wishes of the owners and any other relevant aspect (deed of incorporation, by-laws, shareholders agreements);
  
  
• advising shareholders on their liabilities, on majority and minority stockholding management (tailored corporate governance), on company and groups of companies control, interaction with the top management, conflict of interests and judicial ways to protect shareholders interests;
  
  
• drafting agreements modulating the degrees of liabilities for the parties in phase of pre-acquisition, funds rising, road shows: letters of intent, declaration of interest, options, preliminary contract;
  
  
• drafting assignment agreements, share (quotas) purchase agreements, disposal of business or part of business, private / public deeds of transferring movable and immovable goods including bonds and credits/debts;
  
  
• incorporation of “joint venture” companies (or consortium / syndicate), evaluation of the contractual alternatives (JVA), examination of the conditions of co-investments, establishment of the corporate governance of SPV, fixing the ongoing operational administrative and corporate procedures (cash / services pooling agreements), regulation of the rights of “exit” from the business;
  
  
• planning and executing extraordinary transactions as: merger, de-merger, increase or decrease of the company capital, special assignment (including contribution in kind and services);
  
  
• advising in connection with the evaluation of personnel incentives and bonus mechanism linked with the performance of business;
  
  
• advising companies owners in phases of transformation such as increase of the number of shareholders – including part of the management or financial investors - MBO – MBI;
  
  
• advising companies in debt restructuring, new finance plans, asset dismissal, assignment of stockholding and voluntary liquidation;
  
  
• assistance in dealing with Italian regulatory and control authorities (i.e. Antitrust, Consob, Bank of Italy, Isvap, SACE, Privacy, Telecommunication);
  
  
• advising small and mid size companies in the process of modernisation, introduction of system of managing control, generation transferral, allocation of a different market and other extraordinary transactions;
  
  
• advising in connection with financial crisis of the companies giving assistance during the phases of admission, management and termination of all the bankruptcy judicial or administrative procedures.