A sad day for James Bond fans like me. Here some career lessons I learned from the coolest spy ever (with a bit of cinematographic climax): Know your environment: Bond always gathers information before taking action Don’t be shy to ask for help: he relies on his colleagues, and knows how to make occasional alliances…
Covid-19: the return of the MAC clauses.
Original article in Italian published on the legal review Diritto Bancario on March 17 2020 (available at this LINK). 1. Introduction. In M&A contracts, “material adverse change” clauses allow the purchaser to withdraw from contracts should unpredictable circumstances having a material adverse impact occur (“’MAC Clauses”). 2. From the twin towers to the credit crunch….
A LEADERSHIP LESSON FROM THE EMPEROR
1/6 – The things you see after a drink in Rome After a hot summer day in Rome, an aperitivo in the square where the Pantheon is located seemed a sufficient reason to celebrate a deal with clients. Suddenly my eye was caught by the Latin inscription on the façade of the temple. A question…
The most abused word in business
Is strategy. From the ancient Greek “στρατηγία”, strategy means literally the art to conduct an army. Every organisation at a certain point comes out with a statement about where they want to be in a given number of years. Examples of brilliant strategies from the internet: become No. 1 in this market; maintain market leadership…
The fundamental quality to deal with any contract
That’s right, curiosity it is. Any obscure acronym, any accounting definition, any strange formula, any technical description, any reference to a foreign law, should not be overlooked by the lawyer who deals with contracts for you. From a certain point of view, lawyers are, in essence, risk managers. Otherwise a nice handshake would do the…
How to make M&A in emerging countries – Part 1: Deal Rules
Cultural issues may be addressed by an agreement on the deal rules. Here is why and how. Time and space: “time is the longest distance between two places”. In certain corners of this planet, time flows at a different pace. Notably, negotiations via electronic means tend to be less fruitful and definitively take more time…
M&A success drivers – the closing dinner aftermath
The closing dinner can be the last sweet memory of a M&A. Every year, buyers leave considerable amounts of value on the table due to failure in the integration process. Here some guidelines to successful business combinations. 1. Igniting integration. Success of a business combination has little to do with the fairness of the purchase…
Make due diligence great again! (Part 2 – tips)
My best practices for an effective legal due diligence. Here my tips to speed-up the process, be cost-efficient and expand the investigation beyond the due diligence documents provided by the target company. 1. Ask clients about priorities. Perception of the legal risks change from client to client and from deal to deal. What clients tend…
Make due diligence great again! (Part 1)
I. The commoditisation process. In the M&A business, the legal due diligence has become a sort of commodity. Clients seem reluctant to pay full price for it and, as a consequence, the average quality of the job is pointing downwards. It is also true that when the M&A market shrunk during the credit crunch of…
The golden rule of writing any contract (Part 2 – tips)
Quick recap of Part 1: when writing a contract, you are not writing for yourself or for the counterpart, but you are rather writing for a third party, that you like it or not. In the worst case, the third party will be a judge. Based on my experience, this is the golden rule: think…
The golden rule of writing any contract (Part 1)
I had just started reviewing the first draft of a complex contract prepared by a company when I could not avoid thinking: who is this contract written for? Certainly, not for me. The more I went on reading the document, the more the purpose of it was obscure (“for the straightforward pathway had been lost”,…
Cybersecurity and M&A – Would you buy a Cyber-Risk?
You are using your old good due diligence checklist, right? I have some news: time for an update. Here the legal implications of the so-called cyber-threats and suggestions on how to manage cybersecurity risks when addressing a M&A process. Cyber-what? For many, cybersecurity is an initiatic expression that lies at the borders of the ordinary…
20 features of Italian M&A agreements…
….that foreign investors should know. While M&A agreements are facing an increasing standardization around the globe, civil law countries, and, notably, Italy, present peculiar features that should not be overlooked. Here is a list of certain features of doing M&A in Italy, most of them stemming from the Italian Civil Code (the “ICC”) and its…
How to escape from a joint venture (Part 1)
In business, a joint-venture is the experience most similar to a marriage. The last of your thoughts is to prepare for the time the love is gone. Indeed, when structuring a joint venture, the parties tend to focus more on the “true love” side of the papers and a bit less on the “divorce” scenarios….
A survival guide to M&A without warranties
Some quick background: according to the market practice, the seller of a company or an asset is expected to give the buyer a set of representations and warranties regarding various aspects of the target, including accounting, tax legal and operational issues (“R&Ws”). If any of these representations and warranties reveals to be not truthful, the…
M&ADE in Italy™ 