CBA Studio Legale e Tributario

The firm: CBA is an independent Italian law firm founded in 1985 with offices in Milan, Rome, Padua, Venice and Munich. The firm’s professional services are aimed at satisfying the clients’ needs by supplying tailor-made solutions that combine both legal and tax assistance with a multidisciplinary approach. CBA advises international companies seeking to invest in Italy, and Italian companies operating in the local and international markets. The firm is committed to excellence in the legal profession.

Main areas of practice
Corporate, M&A:The firm provides legal advice to private and public companies, domestic and international financial institutions as well as private equity funds in relation to virtually all kinds of corporate and commercial matters. Furthermore, the firm boasts particular experience in merger, de-merger and acquisition transactions, restructuring and reorganisation of companies. The firm’s assistance includes full support in the analysis of any relevant legal, tax, financial and accounting aspects to constantly provide outstanding services to clients.

Tax: The firm provides general and specific tax advice to corporations, banks and investment funds in connection with typical M&A and PE deals, whether success or turnaround, restructuring plans, investment and disinvestments. Tax advice includes advice on the interpretation and application of national and international tax laws, tax restructuring of sophisticated M&A and PE transactions, tax planning regarding income taxes, VAT and other indirect taxes, tax due diligence; legal and tax advice on every issue regarding companies’ statutory financial statements in accordance with Italian company law requirements and tax regulations; assistance in connection with tax disputes and before the Italian Revenue Agency and the Treasury and Finance Ministry.

Private equity: The expertise gained throughout the years is such that the firm can offer top quality assistance in connection with the formation of funds as well as the whole start-up investment and divestment process, from due diligence, drafting of prospectuses, analysis of regulatory issues, to drafting and negotiation of all relevant agreements. The firm has been significantly involved in private equity since the beginning of this practice in Italy.

Banking and finance: The firm offers in-depth expertise in legal, regulatory and tax aspects surrounding banking and finance, by assisting clients throughout the whole process, from structuring to the negotiation of the relevant documentation, with a specific focus on derivatives and structured instruments; by providing assistance on the full spectrum of financial product and services, including the so-called ‘para-banking’ (leasing, factoring, …), the issue of credit cards and prepaid cards, handling regulatory issues, requests and authorisations (Consob, the Bank of Italy). The firm assists clients both in domestic and cross-border financing. Clients are helped in fulfilling requirements set forth by primary banking regulations and related regulatory provisions implementing the consolidated law on  banking.

Energy and environment: The firm provides assistance specifically dedicated to the energy and environmental sector offering regulatory, antitrust, tax and project finance services in every area of this field.

Capital markets and securities: The firm acts for banks as well as Italian and foreign corporations in connection with various equity and debt capital markets transactions (initial public offerings, secondary offerings, tender offers, increases, listings, issues of bonds/notes and private placements). The firm also represents Italian and foreign financial institutions in connection with the disclosure, tax and regulatory issues concerning the setup and the offer of investment funds in Italy.

Structured finance: The firm advises financial intermediaries, financial ad- advisers and investment banks in structured and acquisition finance transactions, and has particular expertise in financial transactions involving the securitization and/or the assignment of non-performing or distressed assets and in any regulatory aspects thereof.

Real estate and infrastructure: The firm provides a full range of services covering all aspects of multipurpose real estate properties, including residential, business, shopping centres, tourism/ hotels, ports and freight villages. The firm has a specific team dedicated to the practice of infrastructure and construction law that boasts long-standing experience and a very strong track record. Lawyers in this team interact continuously with colleagues in the real estate, project finance, public procurement and administrative law departments. They altogether offer high-quality services and, along with the firm’s tradition, partners’ direct and seamless assistance to their clients.

IP and IT: The firm provides assistance in respect to the acquisition, protection, development and exploitation of rights over intangible assets and data protection, including the drafting and negotiation of sales contracts, licenses, distribution agreements, franchising, merchandising, sponsorship, advertising and transfer technology contracts. The firm provides assistance with the acquisition, developments and exploitation of information technology (websites, multimedia products, etc.). The firm’s advisory services include B2B contracts, co-branding and hosting agreements and contracts for the development of websites, as well as B2C contracts, the offer to consumers of goods and services on the internet, payment security systems, online trading and online auctions.

Litigation: The firm gives full assistance in relation to civil, administrative and tax law matters and represents its clients before all competent courts. The firm has specific experience in the management and resolution of disputes in the context of domestic and international arbitration.

Corporate governance: The firm provides assistance to current and prospective shareholders, presidents, CEOs, BoDs, committees appointed within the BoDs, general counsels/chief governance officers and corporate secretaries on the matters of corporate governance strategies, organisation of corporate governance models and governance processes. The goal of our practice is to achieve a unique positioning in the current scenario of corporate governance advisory, blending the legal knowledge of CBA’s traditional core business with our expertise on strategy, organisation and management of human resources.

Clients
The firm’s clients include a large base of Italian companies as well as investment funds, international institutional companies, financial institutions and other institutional investors doing business in Italy.