K&L Gates

The Firm: Located in Milan, close to the famous Duomo, the Italian K&L Gates office opened in 2012 and is one of the eight offices in continental Europe. With a highly reputable and recognized multi-disciplinary team, K&L Gates covers all the main subjects of business law and is often involved in complex cross-border M&A and joint venture transactions, corporate reorganizations, turnarounds, and carve-out deals. With a solid background in transactional real estate, investment funds, banking, restructuring, and litigation matters, K&L Gates’ Milan office serves clients in a variety of industries, including manufacturing, technology, real estate, consumer, energy, financial services, healthcare, and transportation. The client roster includes leading Italian multinationals and corporations, private equity firms, SMEs, start-ups and scale-ups, investment banks, funds, and financial investors in a wide and diverse range of transactions.

 Main Areas of Practice:

Corporate M&A and Private Equity

The Corporate M&A team assists important local and multinational industrial groups, private equity and venture capital funds, entrepreneurs, and medium-sized enterprises in all stages of operation from structuring, due diligence, drafting, and negotiation of contractual documents and drafting of management remuneration and incentive schemes, all the way to the implementation of exit strategies through public or private sales transactions. Our team also assists listed and nonlisted companies and their respective members and directors on a wide range of corporate governance issues, including all issues related to capital transactions and corporate and commercial law matters.

Real Estate

Our Real Estate practice provides assistance in a broad spectrum of core, value added, and real estate development transactions to investors, both Italian and foreign, through the use of regulated parties, such as real estate funds and SICAF (Italian investment funds with a fixed capital) and for all asset classes. The Italian team has over 15 years of experience and offers assistance in all phases of investment and development, both in Italy and in cross-border operations, including acquisitions (asset and share deal) and portfolio transactions, development projects, real estate finance, leasing, town planning and environmental requirements, and tax aspects.

Asset Management and Investment Funds

Our lawyers work closely with clients throughout the entire lifecycle of relevant alternative investment funds, from the structuring and establishment phase, to the investment and divestment of assets, all the way up to the final liquidation, and covering regulatory and compliance requirements. We assist both domestic and international providers in the structuring and operation of private equity funds; private debt and loan origination; venture capital and real estate, in contractual and corporate form; and funds and parallel funds. We also assist with sponsor and institutional investor relationships, helping with the negotiation of financial and governance terms.

Corporate and Acquisition Finance

Our Milan office assists a wide variety of clients, including banks, asset managers and investment funds, corporate entities, advisors, agents and trustees, directors, and statutory auditors, both on the lender and borrower side. We help our clients during all structuring, negotiating, and closing phases of financing transactions– whether secured or unsecured; bilateral or syndicated; carried out with traditional instruments or by issuing securities; aimed at extraordinary initiatives or for general corporate purposes; with particular focus on acquisition finance, real estate finance and asset-based finance, corporate lending, refinancing, and turnaround financing. In addition, our team assists banks and investors with the sale of receivables, whether related to portfolios or single-name securities.

Energy

Our team consists of professionals with broad and proven experience, having assisted companies operating in the energy sector since the early 2000s, both in traditional sectors – oil and gas, natural gas, and power – and renewable energy sectors, including generation of electricity through photovoltaic, wind, hydroelectric, and biomass plants. Our principal clients are banks and investment funds, both domestic and foreign, gas and electricity producers, wholesalers, traders, retail companies, and contractors. We provide assistance through an integrated and cross-sector approach in relation to extraordinary transactions, financing for the construction of new plants and infrastructures, commercial contracts (supply, trading, and tolling), project contracts, regulatory aspects, civil and administrative litigation, and arbitration.

Restructuring and Insolvency

Our team’s experience in the financing field, combined with our knowledge in corporate and litigation matters, allows us to assist clients in all aspects of restructuring and insolvency processes, whether at the negotiation or crisis stage, or from the creditor or debtor side, including corporate restructuring, debt agreements concluded in or out of court, insolvency, evaluation of the risk of liability of directors and shareholders, and acquisition of assets from insolvency proceedings.

Litigation and Dispute Resolution

Litigation is one of the main practices in our Milan office. We have extensive experience assisting domestic and international clients in commercial, corporate, bankruptcy, and procurement disputes. We operate with a strategic approach aimed at supporting our clients in the management of any conflict situation, always taking into account their objectives and interests. We represent companies of all sizes in the manufacturing, energy, finance, real estate, logistics, and transport sectors, among others. Our team also has significant experience in both national and international arbitration proceedings, including those administered by the main arbitration boards (ICC, LCIA, VIAC, SIAC, and CAM).

Administrative Law

Our Italian team has acquired significant experience in the development of complex, multidisciplinary projects. The team assists its clients—Italian and foreign private companies, various funds, public authorities, and joint enterprises—in diverse transactions related to administrative, town planning, environmental, and procurement law. We represent our clients, both at the pre-litigation and litigation stage, in disputes before administrative and arbitration courts. We also assist our clients in all administrative aspects of regulated sectors, such as the energy industry

Labor, Employment, and Workplace Safety

Our Milan lawyers have deep experience in employment law and trade union relationships. We mainly assist the employer, whether in the interest of Italian subsidiaries of multinational groups or Italian companies belonging to industrial groups. In particular, the labor team is active in corporate restructuring and reorganization, trade union relationships, and litigation. We are highly skilled with due diligence activities, including incentive plans and management by objectives, health and safety in the workplace, individual and collective dismissals, collective agreements at the company level, employment and self-employment contracts, noncompete and stability agreements,

agency agreements, expatriates, privacy and data protection, codes of conduct and company policies, and M&A related activities.

Tax Law

Our Tax Law team offers a wide range of tax-related services, with a particular focus on financial institutions and structured finance, real estate, structuring of private equity, and M&As. Our professionals assist domestic and foreign operators and investors with all tax aspects of real estate transactions, from acquisition to disposal. Our Milan team is also very active in the structuring of complex M&As, both domestic and cross-border, for strategic investors and private equity funds. We also provide assistance in the areas of securitization, nonperforming loans transactions, financing, debt restructuring, and project finance. Other areas of experience include taxation of stocks, bonds, and complex financial instruments. Our professionals regularly assist clients in tax audits and assessments. Therefore, we have extensive experience in out-of-court settlements of tax disputes and tax litigation.

Intellectual Property

Our Intellectual Property team provides legal assistance to local and international clients on industrial law and copyright matters, as well as matters related to information technology. In particular, we have gained experience assisting with the protection and transfer of intellectual property rights, including trademarks, domain names, designs, patents, trade secrets, know-how, publicity rights, and software. Our professionals also deal with issues of unfair competition, advertising law, e-commerce, consumer protection, and personal data protection. We assist clients by drafting and negotiating transfer, licensing, distribution, advertising, sponsorship, and technology transfer agreements.

Antitrust, Competition, and Trade Regulation

The Antitrust, Competition, and Trade Regulation practice is present in Asia, Australia, Europe, the Middle East, and the United States. As a team of global lawyers, we handle complex antitrust and competition issues around the world. Our practice is fully integrated, and we work daily on various cross-border matters. We have successfully represented our clients in the context of complex global mergers, antitrust investigations for alleged abuse of dominant position and anti-competitive practices (cartels), sector-specific inquiries, and state aid matters. We have deep bench experience in the fields of luxury and fashion, e-commerce, and pharmaceuticals. We work with clients in regulated and fast-growing emerging sectors, such as energy, software, transport, and intellectual property protection. Our services include concentrations, third party interventions in the context of concentrations, antitrust compliance, cartels, abuse of dominant positions, sector-specific antitrust investigations, and state aid.

Defence, Security, and Cybersecurity

Due to its deep knowledge of this industry, K&L Gates professionals assist companies or other public entities dealing or involved in the industry of defence, national security, and cybersecurity. We provide support in the following main areas of practice: corporate and M&A activities, including support to authorizations and approvals required in the contest of extraordinary transactions (e.g., golden power regime, notifications of approvals for classified activities); commercial matters involving all traditional contractual arrangements of these entities active in this industry; and/or public procurement when dealing with Ministry of Defence or other critical infrastructures or other national security entities; and export control regimes and other regulatory matters associated to supply, commercialization or distribution of classified products or services. With regard to cybersecurity, our lawyers provide support in all the regulatory matters of prevention, responding and resilience associated to dealing with national critical infrastructures and networks; as well as in several unregulated and not qualified contests of private entities in strengthening their own level of security and cybersecurity.

Milan Managing Partner: Giampaolo Salsi

Offices

Europe: Berlin, Brussels, Dublin, Frankfurt, London, Luxembourg, Milan, Munich, Paris. Middle East: Doha, Dubai. United States: Austin, Boston, Charleston, Charlotte, Chicago, Dallas, Fort Worth, Harrisburg, Houston, Kansas City, Los Angeles, Miami, Nashville, New York, Newark, Orange County, Palo Alto, Pittsburgh, Portland, Raleigh, Research Triangle Park, San Francisco, Seattle, Washington, D.C., Wilmington. South America: Sao Paulo. Asia: Beijing, Hong Kong, Seoul, Shanghai, Singapore, Taipei, Tokyo. Australia: Brisbane, Melbourne, Perth, Sydney.