Tailor made advice
Legal Assistance
Studio TDL provides legal consultancy services, guaranteeing highly specialised professional assistance combined with a cross-disciplinary approach, in the main areas of interest of Client companies, both in and out of court.
In particular, the Firm deals with issues concerning Italian and foreign laws, contractual assistance, corporate, tax and labour law, credit collection, corporate restructuring, generational transitions, civil litigation and arbitration, administrative liability of entities (Legislative Decree 231/01), offering comprehensive support aimed at identifying the most appropriate solution for each problem and specific situation.
Compliance and corporate governance
A highly qualified team provides assistance on all aspects of corporate law related to incorporation, from the definition of corporate governance to corporate reorganisation and restructuring operations (extraordinary operations of merger, transformation, demerger, capital increases and reductions, etc.), to the dissolution of companies, branches and representative offices, on Italian territory.
In particular, the team’s professionals follow Client companies in the following activities:
- Choice of corporate form and structure;
- Establishment of companies and joint ventures;
- Capital operations;
- Transfers of shares, quotas, or corporate assets;
- Contracts, quotaholders’ agreements, shareholders’ agreements;
- Corporate Offices: Auditors, Directors,
- Supervisory Bodies, Liquidators;
- General and special proxy holders;
- Assistance with bookkeeping and corporate fulfilments;
- Corporate restructuring and extraordinary operations (acquisitions, mergers, demergers, bestowals, transformations, liquidations);
- Legal due diligence;
- Establishment of branches and representative offices;
- Contractual assistance to domestic and foreign companies in the following areas:
- distribution contracts;
- agency contracts;
- licence agreements;
- loan and financing contracts;
- joint ventures with foreign investors;
- franchising contracts;
- intercompany contracts for group services.
Tax and Criminal Tax Litigation
Studio TDL offers highly specialised authoritative and comprehensive assistance, to resident and non-resident companies, entities and individuals in all stages of tax litigation, both of merit and legitimacy, through qualified professionals, which include lawyers qualified to practice before the higher courts (Court of Cassation and EU Court of Justice).
The Tax Litigation team assists corporate clients in all dealings with the offices of the Tax Authorities, including in the pre-litigation phase, such as legal assistance during access, inspections and audits and the preparation of ordinary and evidential appeals.
By way of example, the following are some of the disputes brought by the tax authorities against which the Firm’s professionals have acted in defence, with positive results:
- disputes on the inherent nature and lack of documentation of intercompany costs;
- disputes concerning transfer pricing;
- disclaiming of the non-taxability regime upon evidence of INTRA-EU supplies;
- challenge over lack of diligence in the case of subjectively non-existent invoices;
- presumptions of objectively non-existent purchases;
- reclassification of ‘labour intensive’ contracts;
- alleged foreign ownership of companies;
- fictitious foreign residence of natural persons;
- disclaiming of reduced rates of taxation on interest, dividends, and royalties;
- reclassification of deeds subject to registration tax;
- denials of VAT refunds requested by non-residents;
- offsetting of credits deemed non-existent and/or not due;
- re-qualification of triangular transactions;
- taxation of income deemed to be of unlawful source.
The tax litigation team also offers legal assistance for defence in criminal tax proceedings arising from charges of offences under Legislative Decree 74/2000.
Labour Law
The legal team provides assistance and consultancy to Italian and foreign companies in labour law, industrial relations and social security issues in both ordinary and extrajudicial matters.
The team’s professionals are highly qualified and also have consolidated experience in the management of labour relations of an ordinary nature and in the context of corporate reorganisation and restructuring processes, M&A transactions, company transfers and outsourcing, and outsourcing of business sectors.
The main activities also include advising on:
- company contracts and special agreements;
- collective bargaining;
- staff incentive and welfare formulas;
- non-competition clauses and confidentiality pacts;
- bilateral funds and institutions and integrated framework systems;
- disciplinary procedures;
- dispute resolution (conciliation and arbitration);
- corporate compliance;
- occupational safety;
- workplace inspections;
- individual and collective dismissals.
Debt Collection
Studio TDL assists Client companies in debt recovery activities, including large-scale ones, both in pre-litigation, by assessing the actual possibilities of recovering the credit, and in court, through the introduction of proceedings aimed at obtaining the necessary enforcement titles.
Assistance is also guaranteed for any subsequent enforcement proceedings (movable, real estate and third-party seizures).
Assistance is also provided in bankruptcy proceedings and in the valuation of impaired loans.
Corporate M&A
The Corporate M&A team has consolidated experience with Italian and foreign clients in ordinary and extraordinary corporate law transactions through a cross-disciplinary professional structure.
In the area of extraordinary operations, assistance includes acquisitions and disposals of shareholdings, mergers, demergers, sales and purchases of assets and companies, and joint ventures.
Assistance also includes the analysis and management of all aspects of the operation from the preliminary stages (expression of interest, letter of intent, etc.) to due diligence and the preparation of binding contractual documents up to the execution of the closing.
Private Clients
Studio TDL is able to provide specialised assistance to individuals, family groups, trusts and entrepreneurs in the search for solutions related to the management and transition of family wealth.
Our professionals deal, in particular, with wealth planning and protection to support all decisions, including the valuation of family assets, real estate, family businesses, corporate holdings, investment funds and trusts.
In the area of family law and inheritance, Studio TDL assists its clients in all activities such as separation and divorce proceedings, child custody, matrimonial property issues, constitution of patrimonial funds, acceptances, waivers and inheritance divisions.
Law 231/2001 Compliance
Studio TDL collaborates with authoritative criminal law colleagues and important consulting firms specialised in compliance under Law 231/2001, in the processes involving implementation and updating of organisational models for the prevention of the administrative liability of entities.