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Chi Siamo
Portolano Cavallo concentra la propria attività nel settore TMT sin dalla sua nascita nel 2001 ed è ora riconosciuto come lo studio legale italiano leader in questo settore.
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Lo Studio
Portolano Cavallo Studio Legale was founded in 2001 by partners Manuela Cavallo and Francesco Portolano. The firm’s activity is mainly focused on the corporate/M&A sector and the media industry.
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Eng / Ita

Articoli contrassegnati con “Acquisition”

Mar 13

CONFLICTS OF INTERESTS: HOW MANY FINGERS CAN YOU PUT IN ONE POT?

Introduction In 2012 the $21 billion Kinder Morgan bid for El Paso was challenged before the Delaware Court of Chancery due to alleged breach of fiduciary duties by both advisers and company executives. A billion-dollar deal, a chief executive officer with underlying motives and conflicted investment banks are the perfect elements of a modern play… continua

Apr 18

Representations and warranties – remedies for the acquirer

Representations and warranties under Italian law Legal remedies for infringement Safeguards to add and mistakes to avoid Court ruling on consequences of infringement Comment Representations and warranties under Italian law Representations and warranties have been imported into Italian M&A law from US practice and are now one of the main aspects of almost any deal…. continua

Mar 28

Earn-out clauses: advantages and pitfalls

The road to a successful acquisition holds a wide variety of challenges for both acquirer and target. A common area of concern arises from the unavailability of private information, which may lead the parties to assess the target’s intrinsic value very differently. Bridging the gap between different estimates of the target’s value is a fundamental… continua

Articolo inserito in: Mergers & Acquisitions, Start up
Mar 14

Italian government approves new rules on foreign investment in strategic sectors

On March 9 the Italian Government approved a Law Decree setting forth for the first time a broad set of governmental intervention and veto powers in certain strategic sectors: defense; energy; transportation; communications. This new set of rules will have a significant impact on companies operating in such sectors.  In particular, the new rules include… continua

Feb 8

MAC clauses: drafting, enforceability and alternative remedies

Introduction In times of economic difficulty, parties to M&A transactions are more inclined to adopt mechanisms that allow them to adjust or even terminate their agreements if certain adverse events occur. One such mechanism, which has received much attention in recent years, is a material adverse change (MAC) clause, also called a material adverse effect… continua

May 25

Avoiding conflicts between due diligence and privacy

The impact of data protection law on due diligence is an increasingly important aspect of M&A transactions. Italian law has no specific provisions on data protection in due diligence; nor has the Data Protection Authority issued administrative provisions on the subject. Nevertheless, parties to mergers and acquisitions must think carefully about the data protection aspects… continua

Articolo inserito in: Mergers & Acquisitions