PALMER Studio Legale
The Firm was established in 1991, as Europe was reorganizing itself in a Common Market and entering a phase marked by increasing integration in various sectors, creating a challengingscenario of important developments in the legal profession.Our Firm appeared on the Italian legal scene as a dynamic team of young, motivated, internationally-oriented lawyers, who had matured significant education and professional experiences in business law, offering competent and proactive advice and assistance tailored to clients’ individual, sophisticated needs.Maintaining the initial enthusiasm and commitment and ourinternational business vocation, the Firm has been further enrichedby new professionals and additional areas of specialization.Today, the Firm is proud to offer a wide range of litigation, arbitration and out-of-court legal assistance, as well as consultancy for domestic and foreign clients in mergers & acquisitions, including cross-border transactions, private equity, company law, commercial law, contracts, tax, banking and finance, bankruptcy and debt restructuring, patents, intellectual property and information technology, antitrust, real estate, entertainment, labour and employment, criminal law, and administrative law.Ourlawyers and staff members are fluent in Italian, English, French, German, Spanish, Portuguese and Hebrew.Over the years the Firm has consolidated its original international perspective through continuous contacts with foreign professionals and institutions, while maintaining strong local roots and continuous attention to customized service.The Firm has established its own highly efficient network of foreign correspondent law Firms, thus enabling it to provide fully integrated service with respect to cross-border transactions. In addition to the original Milan office, the Firm has established over the years offices in Bologna, Venice and Geneva. In 2007 the Firm was renamed PALMER - Studio Legale to reflect the joining of new partners, sharing and enhancing the Firm’s original mission for high performing and accurate client service, timely assistance and fiduciary client-lawyer relationship.Mergers and acquisitionsMergers and acquisitions of entire companies or stakes in companies carried out by domestic or foreign industries, commercial companies or by private equity funds represent an area where, thanks to our sound competence and firm commitment, we render our clients customized, highly efficient, business-oriented legal services: from the planning phase (identification of the most suitable contractual, tax and financial structure; letters of intent, confidentiality agreements, financing arrangements) to implementation through the negotiating and drafting of suitable contractual instruments and through actual evaluation (due diligence), to post-closing fulfillments (e.g. price adjustment). We assist our clients in the selection and negotiation of the most suitable financing instruments (including project financing and leveraged buy-out), corporate governance structure (e.g. shareholders’ agreements, put & call options, escrow agreements, pledge agreements, etc.). When we assist the seller we devote particular attention to protecting his interests and expectations with respect to the economics of the transaction and to defense against the buyer’s claims. Thanks to long-lasting professional relationships with highly representative domestic and foreign clients, we have acquired specific knowledge and expertise in many business sectors, in which private equity funds and professional investors have focused in recent years: in addition to traditional industrial and commercial sectors (mechanical and components industries, chemical and pharmaceutical, mass distribution and retail chains), information technology, entertainment, energy, infrastructure, finance and banking services. We assist our clients in planning and implementing the most effective structures with respect to joint ventures, protection of minority shareholders, and reorganization of shareholders’ relationships, both in private companies and when they go public. We pay particular attention to the shareholders’ relationship structure, counseling on the most appropriate authority delegation model, syndicate agreements, issuance and governance of different categories of stocks or special purpose capital contributions, stock option plans and further suitable instruments. We represent our clients in court or in arbitration with respect to controversies arising from corporate relationships, e.g. directors’ liability or challenge of directors’ and shareholders’ resolutions, challenge of balance sheets, creditors’ approvals and creditors’ claims. Full assistance with respect to the incorporation of new companies, branches or representative offices as well as the fulfillment of periodical corporate formalities and filings with the relevant controlling authorities adds to the range of the legal services we render in this area.Antitrust and competitionThis is an area of increasing importance for business where we have matured particularly significant expertise. Knowledge of the limits of genuine and fair competition implies nowadays not only sound use of legal means, but also particular attention to the abuse of contractual instruments which might be challenged should they interfere with the exercise of free and fair competition. In the current regulatory scenario, where business relationships are thoroughly regulated both at national and European levels, our clients seek our advice for a preliminary assessment of the compliance and impact of their envisaged agreements and commercial practices, in order to identify potential anti-competitive behaviors (e.g. cartels, abuse of dominant position, restraints) and the relevant risks thereof, or in order to restrain competitors’ or partners’ unlawful behaviors. We draft and review, from an antitrust standpoint, distribution agreements, franchising agreements, trademark or patent license agreements, know-how and technology transfer and development agreements, focusing in particular on sales and retail distribution. In this area we also provide legal assistance with respect to advertising and customer relations. A specific area where we have well established expertise is that of parallel import and distribution of luxury goods. Ancillary to mergers and acquisitions, we provide preliminary assistance in order to evaluate the most relevant issues under an antitrust perspective, prepare and carry out any required pre-acquisition or pre-merger filing procedures before the competent domestic or European control authorities. Our wide range of services in this field covers trial assistance with respect to any kind of litigation arising from breaches of domestic or EU competition regulations before ordinary courts or any domestic or European antitrust authorities.International and European lawThe lawyers in our firm, in their respective areas of practice, deal on a daily basis with issues of international law. We have a profound knowledge and apply on a regular basis, while advising our clients and in our litigation practice, conflict of law rules, international jurisdiction rules, EU regulations and directives and international conventions. We are also familiar with international commercial practices and usages, both general and in specific sectors (the so-called generally accepted commercial rules) which sometimes unexpectedly affect the legal qualification and solution of the issues which are submitted for our advice. The growing impact of European Union rules has modified the traditional perspective of the legal profession, making it necessary to correctly inform clients on such rules, which direct, complete and sometimes contradict the national legislation on which they prevail. Keeping that in mind, we devote particular attention to updated legal information and assistance and are continuously EU -oriented. Commercial lawWe advise our clients in their industrial or commercial activities in Italy and abroad, providing them effective legal assistance tailored to their specific information, business and development needs. We deliver informative and pre-trial advice and draft and negotiate all kinds of commercial contracts to be used in ordinary business activity: supply and general conditions of sale or purchase, manufacturing, distribution, agency, logistic, franchising, engineering, leasing, outsourcing, joint venture, transfer and license of patents, trademarks and know-how.We are further familiarized with more unusual commercial contracts such as financing agreements, technology development agreements, consortium agreements, temporary association of enterprises and project financing agreements. In the fields of information, entertainment and fine arts, we have ongoing relationships with clients we assist with respect to licensing agreements, publishing and production agreements, sponsorship and merchandising agreements concerning artistic and sports events, and the endorsement of athletes’ and artists’ image rights. We represent our clients in court and assist them in their credit recovery; we help them in managing crisis events and advise on developing and implementing debt restructuring plans. In case of insolvency, we endorse the interests and support the actions of our clients who are creditors or are otherwise involved in bankruptcy or other insolvency procedures.Litigation, ADR and arbitrationWhenever it is not possible or not preferred by our client to avoid an actual or potential controversy or to resolve same through ADR procedures, we provide our assistance in judicial litigation. Our firm has a solid litigation vocation, accrued and nurtured over years of judicial battles before all the levels of Italian and EU jurisdiction, in ordinary, special and urgent proceedings. We are also accustomed t

practice areas

Administrative LawAlternative Dispute ResolutionArbitrationBankruptcyBusiness LawConstruction LawContractsCopyrightsCorporate LawCriminal LawFamily LawInformation TechnologyInheritanceLabor and EmploymentLitigationMergers and Acquisitions and DivestituresPatentsReal EstateTaxationTrademarksUnfair Competition

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