Cleary Gottlieb has been active in Italy since the mid-1980s, representing Italian companies and multinationals prior to the opening of our Rome office in 1998. Centered in Rome and Milan, the firm’s Italian practice provides clients worldwide with integrated Italian, pan-European and U.S. legal services. With nearly 100 lawyers, including two U.S. lawyers, our Italian offices provide clients with an array of talent and experience, including lawyers who speak French, German and Spanish, in addition to English and Italian, and several who are qualified to practice law in jurisdictions outside of Italy.
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Apr 16, 2013
With a decision rendered on April 16, 2013, the Court of Milan rejected all the claims for damages brought by Independent Global Managers SGR against three HSBC companies and several other entities. This is the first Italian decision on the Madoff case and one of the few Italian decisions on prospectus liability.
IGM had contested: (i) the accuracy and completeness of the information contained in the prospectus of the Thema Fund; (ii) the infringement of the EU regulation on harmonized funds (primarily due to the role played by Bernard Madoff and by the companies linked to him); and (iii) the failure to comply with the obligations imposed on the Thema Fund custodian and administrator.
Feb 19, 2013
Cleary Gottlieb assisted Sogefi S.p.A., a company listed on the Milan stock exchange, in negotiating a five year term and revolving credit agreement, for a total amount of €200 million, with a pool of international and Italian banks, led by ING Bank.
The syndicate includes Banca IMI, BNP Paribas, ING Bank, and Mediobanca - Banca di Credito Finanziario, each of which acted as "Mandated Lead Arranger" and "Bookrunner," as well as Intesa Sanpaolo, as lender.
Apr 12, 2013
Cleary Gottlieb represented SIAE (the Italian copyright collecting society) in the successful appeal before the General Court of the European Union obtaining the partial annulment of the European Commission’s 2008 decision finding that EU copyright collecting societies carried out a concerted practice.
Following the appeals brought by most of the concerned collecting societies and the CISAC (The International Confederation of Societies of Authors and Composers, a non-profit non-governmental organization which represents, in over a hundred countries, collecting societies managing copyright) on April 12, 2013, the General Court upheld SIAE’s arguments that the Commission, on the one hand, did not have documents proving the existence of a concerted practice between the collecting societies as regards the territorial scope of the mandates which they grant each other and, on the other hand, did not render implausible the applicants’ explanations that the alleged parallel conduct of the collecting societies at issue was not the result of a concerted practice.
Dec 21, 2012
Cleary Gottlieb assisted INVITALIA - Agenzia nazionale per l'attrazione degli investimenti e lo sviluppo d’impresa SpA (the Italian agency for the promotion of investment) in the privatization of Nuovi Cantieri Apuania SpA (NCA), active in the shipbuilding business.
NCA has been acquired by the Moda Design/TYG group – owner of the Admiral and Tecnomar Mega Yacht Brands. At closing the buyer contributed €3.75 million to NCA as share capital increase and undertook to restructure and modernize NCA’s industrial site.
The agreement, approved by the Italian Ministry of Economic Development, was executed and completed on December 21 at the presence of Claudio De Vincenti, Under Secretary of the Italian Ministry of Economic Development.
Nov 12, 2012
Cleary Gottlieb is assisting the Milan Chamber of Commerce and Promos in the project aimed at establishing the "EUROMED Center for Micro, Small, and Medium Enterprises (MSMEs)," which was officially launched on November 12, 2012.
The Center is aimed, in particular, at establishing a successful partnership between public and private entities in the Euro-Mediterranean Region in order to create and strengthen economic and financial relationships with MSMEs and encourage the growth and development of MSMEs in the Euro-Mediterranean Region.
The new project, supported by the Italian government and the European Investment Bank, in cooperation with the Union for the Mediterranean, will adopt an "international" model with a central unit based in Milan and numerous local units throughout the Euro-Mediterranean Region.
May 28, 2012
On May 28, Cleary Gottlieb obtained a favorable decision for SKY Italia against RTI’s interim request for immediate payment of license fees.
The dispute arose in relation to a contract between SKY Italia and RTI (Mediaset Group), which had granted SKY Italia an exclusive license of the channel Mediaset Plus. The contract was discharged by SKY Italia in July 2011 for breach of contract, in large part because RTI distributed equivalent channels, Best of Mediaset and Mediaset Extra, to others.
The Court of Milan issued the decision after the exchange of several briefs and more than four hours of hearings.
Oct 19, 2012
Cleary Gottlieb represented Europa TV in a successful appeal before the Italian Supreme Court on the notion of abuse of law raised ex officio by the Tax Court of second instance of Rome.
The Supreme Court released it decision on October 19, quashing the judgment of the Tax Court of second instance of Rome on the notion that, while a judge always has the right to raise the abuse of law issue, a judge cannot do so without abiding to the rules of adversarial process. The case has been remitted to the Tax Court of second instance of Rome in order to enable Europa TV to exercise its right of defense by providing evidence of the absence of an abuse of law.
Oct 22, 2012
Cleary Gottlieb assisted SNAM (the leading Italian natural gas transportation and dispatching operator) in obtaining important decisions ordering several Italian companies, operating on the regulated gas market, to make immediate payment of over €400 million in favor of SNAM.
The disputes arose in connection with the provision by SNAM of the gas transportation and balancing service.
The seven favorable decisions were issued by the Court of Milan, Rome and Padova in the past few weeks.
Feb 24, 2012
Cleary Gottlieb assisted A2A and Delmi in signing final contracts relating to the reorganization of equity investments in Edison and Edipower. Under the terms of these agreements, Delmi will purchase a 70% stake in Edipower from Edison (50%) and Alpiq (20%) for a total price of €804 million. EDF will purchase a 50% stake in Transalpina di Energia from Delmi for a price of €704 million. EDF already owns the remaining 50% in Transalpina di Energia (the vehicle controlling Edison), which, in turn, holds 61.3% of Edison’s voting share capital.
The transaction is subject to approval by the Italian and EU antitrust authorities and to a confirmation by Consob that the price of the mandatory tender offer following the acquisition of control of Edison by EDF is not higher than €0.84 per share.
Mar 09, 2011
Cleary Gottlieb is representing First Reserve Corporation, one of the leading private equity firms specializing in the energy sector, in its acquisition of 45% of Ansaldo Energia, Italy’s leader in the production and servicing of thermoelectric power plants and related components, from Finmeccanica, a state-controlled company operating in the aerospace, defense, transport and energy industries. The transaction values Ansaldo Energia at more than €1.2 billion. The agreement was signed on March 9, and the transaction is expected to close in the second quarter of 2011 pending regulatory approvals.
The parties will complete the transaction through the purchase by a joint venture entity 55% owned by Finmeccanica and 45% owned by First Reserve, of the entire share capital of Ansaldo Energia for a consideration of €1.073 billion. In addition, Finmeccanica will receive €95 million as consideration for the licensing of the “Ansaldo” trademark and €65 million as a dividend distribution. The acquisition will be financed by equity contributions from the parties, in an overall amount of €500 million, as well as acquisition financing comprising a vendor loan and a debt facility arranged by three leading European banks.
Aug 08, 2011
Cleary Gottlieb represented a number of institutional investors in private equity funds managed by Cape Natixis in the replacement of Cape Natixis as manager of the funds. The investors appointed Opera as the new management company. Bidding management companies also included BS Investimenti, i2 Capital Partners, Idea Capital Funds (in partnership with Atlantis Capital) and IGI.
The replacement was a first in the Italian private equity market and took place in the context of an extraordinary administration proceeding initiated by the Bank of Italy.
Mar 11, 2011
Cleary Gottlieb acted as Italian, U.S. and International counsel to issuer Fiat Industrial Finance Europe S.A. and guarantor Fiat Industrial S.p.A. in Fiat Industrial Finance Europe’s offering of € 1 billion guaranteed 5.25% notes due March 2015 and € 1.2 billion guaranteed 6.25% notes due March 2018. The notes were issued under Fiat Industrial’s €10 billion Reg S/Rule 144A Global Medium Term Note (GMTN) Programme and have been admitted to listing on the Irish Stock Exchange. The notes were priced on March 7, 2011 and the offer closed on March 11, 2011.
Cleary Gottlieb also represented Fiat Industrial and each of the eligible issuers under the Programme (Fiat Industrial Finance Europe S.A. and Fiat Industrial Finance North America, Inc.) in connection with the establishment of the programme in February.
This was the first debt offering by Fiat Industrial since its establishment in January 2011, following the demerger of the activities of Iveco, CNH and FPT Industrial from Fiat S.p.A. Through these three subsidiaries, Fiat Industrial engages in the manufacture and sale of trucks and commercial vehicles, agricultural and construction equipment and marine engines. Fiat Industrial Finance Europe is a finance vehicle wholly owned, indirectly, by Fiat Industrial S.p.A.
Top Two Global Competition Review Elite Firm
Global Competition Review (2011)
Most Innovative U.S. Law Firm in Europe
International Financial Law Review (2011 and 2013)
Italian Competition/EU Law Firm of the Year
TopLegal (2010-2012)
Italian Litigation Law Firm of the Year
TopLegal (2012)
European Legal Team of the Year
Legal Week’s British Legal Awards (2009, 2010, 2012)
Europe Restructuring Deal of the Year
(Seat Pagine Gialle’s debt restructuring)
International Financial Law Review (2013)
#3 in Italy M&A (Completed, value and deal count)
Thomson Reuters (2011)
“This established team is well known for its equity capital markets capabilities in Italy, and is also increasingly visible on international bond-related transactions. Litigation related to capital markets is an additional strength of the group. ‘The beauty of the firm is that the senior partners are really on the ball, and don't disappear once things get going.’ ‘Loyalty, capability and commitment – they are all excellent lawyers.’”
Chambers Europe (2013)
“One firm, Cleary Gottlieb Steen & Hamilton, is the unrivalled star of the competition bar.”
“To put it simply, Cleary Gottlieb Steen & Hamilton has the best competition practice in Italy. When things get tough, the firm is regularly called in. ‘It seems that no client with a serious antitrust problem in Italy can do without Cleary.’”
“Italy’s Competition Bar,” Global Competition Review (December 4, 2012)
“Technology and telecoms clients continue to benefit from this firm’s strong competition/EU law practice and its ability to handle complex regulatory matters. Belgium and Italy are the group’s strongholds in the European market, and it advises a range of eminent international names.”
Chambers Global (2012)
“Combining the qualities of a boutique with the resources of an international firm, Cleary Gottlieb wins praise for its consistently high-quality service. The team is made up of professionals with various specializations, enabling it to provide clients with a personalized and flexible approach. ‘The firm really helped us shape the deal and is very good at coming up with innovative solutions.’”
Chambers Europe (2012)
“This international firm comes highly recommended for its work in corporate, dispute resolution and equity capital markets. Other commended practice areas include restructuring and insolvency and banking and finance. The teams in Rome and Milan are often instructed in cross-border operations thanks to the vast resources of the global network and the high number of Italian and US qualified lawyers. The corporate team is recognized as ‘one of the best departments in the country due to its clear international strategy.’ … The equity capital markets team is rated as one of the best in Italy and, as to be expected, is often engaged in important international deals. … Dispute resolution is another highly regarded practice area.”
Chambers Global (2011)
“This firm is still perceived as a major player in Italy’s equity market, especially for deals that involve a U.S. aspect. This is in significant measure due to its capability to draw on its large international network and provide all-encompassing advice to the client. ... ‘Whenever you hire this team, you are sure that the outcome will be favourable. It is always money well spent.’”
Chambers Europe (2011)
“Even though the market remains difficult, the firm still managed to pull off some substantial deals… When comes to the cross-border transactions, the firm has also showed its clear presence in the international arena by advising on a number of mandates.”
IFLR 1000 (2011)
“International clients appreciate the global resources of this firm, finding it to be ‘uncomplicated and efficient, among other things because the lawyers are fluent in several foreign languages.’ … Speaking of the firm’s local offices, clients affirm: ‘You can still breathe the air of a boutique, but you also feel the power of the machine which is ready to make itself felt when necessary.’”
Chambers Global (2010)
“The team is lauded by clients as very knowledgeable in its key practice areas, commercial in its thinking, and oriented towards problem solving. With lawyers operating in Italian, French, German, Spanish and English, the firm works effectively within and across multiple jurisdictions.”
Chambers Europe (2010)
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