Macchi Di Cellere Gangemi

Macchi di Cellere Gangemi assists its clients on all aspects of consumer law issues:

B2C contracts and e-commerce – The Firm provides advice on B2C contracts and has a remarkable experience in the e-commerce sector. In particular, our professionals assist clients in drafting contractual clauses related to the creation and implementation of websites (collaborating, when appropriate, with professionals from international law firms), in solving problems related to the right to confidentiality of information and personal data processing, protection of minors and on-line payments. The Firm has significant experience in multi-media products, online services, software and digital distribution of protected products.

Marketing/advertising/commercial practices – The Firm assists its clients in planning and implementing branding, marketing and commercialisation strategies, and in proceedings before the independent Authorities, including those related to unfair trade practices and misleading and comparative advertising.

Product Liability – The Firm provides advice on product safety and liability for defective products.

Litigation – The Firm has a strong experience in handling disputes with consumer counterparts (consumers, users, investors), and negotiating and managing settlements with parties backed by consumer associations.

Macchi di Cellere Gangemi advises on corporate and commercial law in general Italian and international companies at every stage of their establishment and activities, providing assistance for both their incorporation and their ordinary and extraordinary management.

• Corporate – In addition to the traditional legal assistance in the incorporation and liquidation of companies and commercial enterprises in general, such as keeping corporate records and supporting activities of daily management of companies, our professionals also assist our Italian and international clients in drafting of shareholder agreements, including block voting groups, and of other agreements or arrangements between shareholders, including non-compete agreements, and gives support in relation to shareholders’ resolutions of particular relevance. Occasionally, Partners of the Firm are members of the board of directors and boards of auditors, or are appointed company secretary of corporations, offering their experience and guidance to the management and the stakeholders.
• Corporate Governance – With particular attention to issues relating to corporate governance, the Firm’s attorneys regularly advise public and private companies bodies in relation to the powers, duties and responsibilities of directors within and outside the companies themselves. The corporate department has also developed specialised legal services to support companies in adopting their corporate structures and implement strategies mostly pertinent to their industry sector.
• Contracts and distribution – The Firm addresses, in particular, the negotiation and drafting of contracts for the supply of services and works, and distribution contracts (sale concessions, agency, franchising), while also following up on subsequent implementation and enforcement phases. In this context, our attorneys assist clients of the Firm concerning the negotiation and drafting of EPC (Engineering, Procurement and Construction) and EPCC (Engineering, Procurement, Construction, Commissioning) contracts.
• Business lease contracts – Our attorneys advise on issues relating to procedures for leasing businesses, from the negotiation stage and the devising of the relevant contracts to the assistance on all issues that may arise during their implementation. The Firm’s consultancy assistance covers also the structuring of the transaction, including related corporate, financial, tax and bankruptcy aspects.
• Joint ventures and temporary consortiums – The Firm advises its clients on the structuring, negotiation and drafting of joint venture agreements implemented through the incorporation of new companies among the participants (corporate joint venture), or the signing of specific agreements of collaboration among the participants (contractual joint ventures), also in the form of a temporary consortium, the latter often aimed at the creation of major works projects. In this regard, the Firm provides its clients with the necessary advice and assistance in the preparation of documentation (framework agreements, shareholder agreements, corporate documents), as well as in the last stage of completion of operations.

Macchi di Cellere Gangemi provides advice and assistance to EU and non-EU insurance and reinsurance companies on matters concerning both life insurance and other forms of insurance. In particular our professionals have gained a significant experience on matters relating to the access to and exercise of the insurance business, reinsurance, intermediation (in relation to establishment and cross-border provision of services), placement and distribution of insurance products (including distribution through banking activities, remote intermediation and internet), drafting and review of insurance policies, cooperation agreements between companies of the sector, assistance in procedures of compliance with regulatory systems, relationship with supervisory authorities, including in proceedings started by them. The insurance department’s M&A activities include the reorganisation of insurance and reinsurance entities, the structuring and negotiation of share transfer agreements of insurance companies, portfolio transfer deeds and service insurance agreements.

Macchi di Cellere Gangemi provides advice and assistance to national and international clients on matters of intellectual and industrial property and information technology. The attorneys draft and negotiate licenses and assignment of rights agreements, franchising contracts, research and innovation contracts, technology transfer contracts, and joint venture contracts in relation to processes of internationalisation of companies and to the establishment of foreign multinational groups. Macchi di Cellere Gangemi assists its clients in litigation, both before the courts and in arbitration proceedings.

Trademarks, designs and models – The Firm provides assistance to all issues related to the protection and exploitation of trademarks, designs and models.

Patents and know-how – The professionals are specialised in issues related to the protection and exploitation of patents and know-how.

Copyright – As part of its IP practice, the Firm offers a wide range of services relating to the protection and exploitation of copyright in the various fields of production, including new media and entertainment, as well as in relation to protection of computer programs (software) and databases.

Mergers, acquisitions and corporate restructuring – The attorneys of the IP/IT department work closely with other professionals of the Firm in aspects related to due diligence inherent in mergers, acquisitions and corporate restructuring.

Outsourcing – Our IP/IT specialists work closely with other professionals of the Firm in relation to outsourcing, back-sourcing and in-sourcing operations, teaming up also with professionals from other international firms to tackle multi-jurisdictional transactions.

Litigation – Our attorneys have significant experience in litigation related to patents, trademarks and copyrights. The Firm assists its clients in relation to liability claims related to the activity of Internet providers and has extensive experience in arbitration and court proceedings relating to unfair competition, the exploitation of exclusive rights in know-how and confidential business information.

Macchi di Cellere Gangemi can rely on a significant and proven experience in the field of labour law, social security and labour relations, covering legal and regulatory aspects, in relation to both Italian, English and EU law. The Firm can deal on behalf of its national and multinational clients, with every problem which could possibly arise both in Italy, the UK and in other jurisdictions. The professionals which operate in the field of labour law and social security have extensive experience in providing assistance and advice to clients of the Firm in the following areas:

• Employment contracts – The department has significant experience in drafting all kinds of employment, consulting, and collaboration and agency contracts, adapting locally template contracts used globally and drafting specific clauses (non-compete agreements, confidentiality clauses, intellectual property clauses, clauses on the use of the Internet and e-mail).
• Management of employment relations – The Firm’s professionals assist clients on issues regarding the the procedure of imposing disciplinary sanctions, the modification of tasks and duties, salary management and fee reduction, bonuses and stock-option plans, the protection of privacy, national and international secondments and any other problem inherent in the management of employment relationships.
• Termination of employment contracts – The attorneys have gained particular experience in individual dismissals (of employees and executives), in collective layoff procedures, in severance package plans and in drafting settlement agreements and consensual termination of employment.
• Relations with labour/trade unions – The Firm has significant experience in negotiating with trade unions in consultation procedures in the context of transfer of undertakings, collective layoffs, redundancy schemes and solidarity contracts, as well as collective bargaining at corporate level.
• Human Resources – The labour law department provides advice and assistance to national and foreign clients regarding recruitment procedures, company regulations, implementation of codes of ethics, disciplinary codes and whistle-blowing procedures and the use of information systems and electronic communications.
• Social security and safety at work – Macchi di Cellere Gangemi provides assistance on all aspects of pension schemes and social security, including compliance with regulations on health and safety at work.
• Labour Law Litigation – The Firm’s professionals have extensive experience in litigation arising from the termination of work relations, the recognition of employee status, mobbing and demotion.

The litigation department of Macchi di Cellere Gangemi has considerable experience in all areas of commercial law. The team consists of more several attorneys who work closely with colleagues from other departments to provide assistance in litigation also related to new areas of law, such as energy and structured finance.

• Strategic litigation analysis– Our attorneys provide legal opinions in relation to potential liability, preliminary verification of the risk of litigation and preventive strategy to guarantee to their clientele the best service in risk management at the global or regional level.
• Litigation – Our professionals represent foreign and domestic clients in corporate, commercial, real estate, employment, environmental, administrative and IP proceedings, national and international tax litigation and bankruptcy proceedings and directors liability.
• Large-scale litigation – The Firm has also extensive experience in large-scale litigation and in assisting multinational corporations.
• Defense before the High Courts – Macchi di Cellere Gangemi represents clients in every phase of litigation, including the higher courts and the European Court of Justice.
• Interim and summary proceedings – Our professionals of the litigation department assist clients in urgent proceedings to obtain interim measures, injunctions, interim payment orders and measures to stop payment of independent personal securities.
• Recognition and enforcement of foreign judgments – The Firm’s attorneys have significant experience in the recognition and enforcement of foreign judgments under national laws, European regulations and bilateral and multilateral conventions.
• Arbitration and Alternative Dispute Resolution – Macchi di Cellere Gangemi has considerable experience in domestic and international arbitration and alternative dispute resolution. The Firm’s professionals work both as counsels and arbitrators in ad hoc and institutional arbitration bodies. The litigation department assists clients in drafting and negotiating arbitration clauses, especially in the context of contractual structures and multi-party disputes, in resolving matters related to complex cross-border arbitration and in enforcing foreign awards.

Macchi di Cellere Gangemi has a remarkable experience in real estate transactions and construction projects in Italy. Our team acts as a trusted advisor to domestic and international investors, lenders and developers, with the aim of rendering highly qualified assistance to our clients and their financial advisors in properly managing any relevant legal issue relating to real estate transactions, so as to reach a successful closing of their deals.

We have extensive experience in supporting corporations, funds and private clients in the purchase and leasing of land, industrial and commercial buildings, healthcare and hospitality facilities, hotels, resorts, and residential properties, as well as in construction-related projects, from complex industrial structures to large distribution facilities and logistic platforms. We advise clients on all kinds of construction contracts, frequently cross-border nature, in order to meet their commercial and financial needs.

Our team of real estate and construction lawyers may also avail themselves of the support of other professionals of the Firm’s financial and tax departments, to offer our domestic and international clients an integrated support capable of providing global advice on any concerned aspect of a real estate project – from choosing the most apt financial structure, to the provision of sound tax advice. Our legal analysis and due diligence always considers the proper allocation of risks in accordance with the selected financing structure, so that a project’s ‘bankability’ can be confirmed.

Our main areas of activity in the Real Estate practice may be grouped as follows:

Real Estate Development and Construction Projects – The Firm renders advice and assistances in structuring real estate transactions relating to residential, commercial, industrial and tourist facilities, from the beginning of the negotiations (including, but not limited to due diligence and legal risk analysis) to closing, taking care of all aspects of the operation, including the urban planning, authorisations, environmental, negotiation, tax and financial aspects.

Asset Management and Project Management – The Firm assists clients in negotiating and drafting contracts for asset management and project and construction management incidental to real estate development operations.

Private and Public Procurement – The Firm also gives advice and assistance in both public and private procurement, in the stages of participation in tenders, negotiation and drafting of contracts, in the phase of management and execution of the contracts, as well as in litigation.

Real Estate Taxation –The professionals of the Firm have a significant experience in the field of real estate taxation, including the structuring of the transactions and the financing of real estate portfolios.

Real Estate Finance – The Firm assists clients in a variety of issues related to real estate finance. Our lawyers support clients in addressing a proper risk allocation in accordance with relevant financial structures irrespective of their complexity.

Cross-border Transactions – The Firm supports clients in cross-border real estate projects and transactions, particularly through its London and Paris offices, when necessary retaining the services of skilled and qualified local lawyers. The Firm has a broad experience in seamlessly coordinating and organising its activity with lawyers based in other jurisdictions, providing added value in creating global strategies for the successful conclusion of international deals.