Advisory Finding the way to create value

Valuations & Deals

Pre-deal phase

Target market analysis
Scouting of target businesses
Scouting of financial and strategic partners
Deals and vehicles structuring

Negotiations

Creation of links between investors and targets
Support within negotiation phase with counterparts
Accounting and financial due diligence
Fiscal due diligence

Valuations

Valuations of companies, going concerns, and interests
Appraisals ex art. 2343 and 2465 under Italian civil code
Determination of the exchange ratio within mergers/demergers
Fairness opinions to support management decisions and for tax purposes
Appraisals for tax revaluations of assets or interests
Other valuations governed by specific legal rules and regulations

Post-deal phase

Business plan preparation
Mentoring and consulting to management
Purchase Price Allocation (PPA).

Main projects and recent undertakings

Accounting and Financial Due Diligence to support SME acquisitions (renewable, gaming&betting, industrial, software and mechanical sectors)
Sell-side advisory M&A (electronics, small household appliances, healthcare, real estate and bio-plastics sectors, winery)
Appraisals under art. 2343-ter and 2465 c.c. (Sectors: apparel retail, department stores, food & beverage, social health, healthcare, agricultural machinery, banks)
Fairness opinions on the purchase price of businesses (Sectors: banking /financial, services, packaging, luxury department stores, stores, project financing)
Valuation of businesses within possible divestment decisions (sectors: social health, automotive, defence)

Areas of expertise

Valuations & Deals

Technical support and advisory to management team and owners in the context of different phases of extraordinary operations (acquisitions, contributions, mergers, spin-offs, etc.), with a special focus on valuation and deal structuring.

Risks & Controls

Governance structures design (groups included), Enterprise Risk Management (ERM) systems development, engineering of organisational models ex Legislative Decree 231/2001, control functions outsourcing.

Litigations & Disputes

Extrajudicial assistance on corporate and patrimonial litigations, technical support and definition of the strategic guidelines within civil and penal arbitrations and disputes, tax litigation, investigations aimed to identify frauds and abuses.

Accounting & Business plans

Consulting, valuations and opinions on both separate and consolidated financial statements (IFRS-IAS and OIC), financial information and disclosure, business plan preparation assistance (seeds, start-up, scale-up, turnaround), auditing, financial planning and analysis.

Crisis Management

Technical support, management and advisory in pre-crisis and crisis circumstances, voluntary liquidations, bankruptcy procedures (with a focus on procedures under Banca d’Italia supervision), attestations.

Governance & Control Bodies

Appointments in governance and control bodies, such as: Board of Directors and similar, Board of Statutory Auditors and similar, Organismo di Vigilanza ex Legislative Decree 231/2001.