PRACTICE AREAS

REAL ESTATE

Real estate activity has shown particular growth over recent years, accounting for a significant share of BCL’s work. We offer extensive experience in inter disciplinary real estate matters including consultancy services with specialization in retail, industrial and hospitality real estate. We also advise planning and development companies in the public and private sector. Our real estate sector group brings together lawyers from across BCL’s practice groups with particular involvement from our tax group. We combine our business acumen and industry knowledge to offer comprehensive advise concerning non-residential property development and management.

We recognize the intrinsic links present between real estate, tax and corporate issues to offer intelligent advice that complements the way our clients work. Our team is present in the assistance of matters such as the establishment of shopping centre management companies, support to real estate businesses which form components of consortia and co-operatives and coinciding sale and transfer of real estate and business. Regional laws sometimes stipulate the use of green energy in both new constructions and in the restructuring of existing commercial real estate.

The trend towards the refitting of retail and commercial buildings together with regional legislation, often requiring a reduction of the project’s environmental impact of both new development and renovation of existing commercial property, makes it advisable to seek legal advice to ensure that the use of energy-efficient technology becomes an added value, not an added cost in real estate investment.

Since 2010, new rules for state bonuses regarding photovoltaic energy plants have provided new opportunities to increase the value of existing industrial and commercial real estate through roofing. We embrace opportunities to assist clients in traditional matters of real estate, such as company structuring and profiting from economic incentives by using renewable energy from trigeneration plants or from high-yield energy sources. Furthermore, we also draw up contracts for clients engaged in the production of energy to assist them in making use of their industrial and commercial real estate by installing economical - but not solely pecuniary - energy generators.

A schematic overview:

  • Guidance with investment operations and industrial development: acquisition of land for urbanisation and the extension of industrial sites, transfer and acquisition of real estate for the extension and establishment of office areas, establishment of shopping centres and commercial parks.
  • Guidance with urbanisation procedures: contracts, authorisation and indemnity procedures and the management of contentious administrative cases.
  • Guidance with investments and the optimisation of existing properties: acquisition of buildings and land in areas of outstanding natural beauty, consultation on the handover of property for hotel chains (with or without the related transfer), consultation in environmental urban matters and cultural goods, acquisition of factories and transformation projects where the use of real estate is changed, optimisation and extensions, transfer of buildings and agricultural business branches, optimisation of land and the acquisition, exploitation and transfer of shares for Controlled Origin Denomination wine-making.
  • Assistance and counsel in the contractual matters relating to real estate: preliminaries of buying and selling and complex exchanges, counsel on financial matters, divisions, acquisitions and restructuring, contracts regarding buildings in commercial areas (subcontracting, leasing, contracts of intellectual works, consultant contracts), and contracts relating to energy and the pursuit of independent power or the optimisation of roofing.
  • Counsel on real estate investment: international portfolios, registry issues, mortgages, cadastral matters and real estate issues.
  • Due diligence on matters of real estate.

CORPORATE LAW - M&A

BCL advises on corporate matters, representing clients in complex transactions or supporting businesses in everyday situations, with internal management and the development of statutory business. We have assisted clients in mergers and acquisitions, splits and the transfer of power and of shareholdings, provided counsel and represented clients in matters of company re-organisation. We also guarantee assistance and advice to private clients in the incorporation and start-up phases of business, ensuring the fulfillment of bureaucratic and administrative formalities (including enrolment on relevant registers and records and the drawing up of resolutions for unique or unusual operations).

We offer assistance to both domestic, cross border and overseas companies on a daily basis in order to guarantee effective and immediate support to companies legal departments or to their managing bodies.

A brief portfolio of recent transactions in corporate matters:

  • Advise on the creation of new businesses, including co-operatives and consortia.
  • Acquisitions, merges and splits.
  • Advice on the structuring of groups of affiliated and subsidiary companies.
  • Drafting of statutes, internal regulations and minutes of staff meetings.
  • Drafting of valuations.
  • Drafting of letters of intent and agreements for due diligence.
  • Due diligence on target companies in acquisitions.
  • Drafting of confidentiality and non-disclosure agreements.
  • Advice to businesses regarding responsibility and governance
  • Advice on matters of competition, brand names, patents and domain names.
  • Assistance in the re-organisation of companies experiencing financial difficulties.
  • Assistance in the planning and procedure of agreements, and the evaluation of agreements proposed by creditors.
  • Stock option contracts.
  • Assistance in the negotiation of joint venture agreements and the subsequent drafting.
  • Our extensive experience in a wide range of commercial law issues provides clients with assistance on daily business
    management and allows us to deliver prompt drafting in both everyday and more unusual matters.

COMMERCIAL LAW

We have extensive experience in a wide range of commercial law issues, our familiarity in assisting clients with daily business management allows us to deliver prompt drafting in both everyday and more complex matters. We guarantee that we will help our clients to achieve their objectives, tailoring commercial contracts to our client’s requirements, whilst providing for the optimisation of tax benefits. We are attentive to contractual matters not only during the drafting process, but also in the planning and execution of commercial operations. We therefore allow our clients to resolve any doubts about the feasibility of any individual action and to avoid the potential for ongoing risk in the execution of the contract. We approach matters as a team in order to find the best and most efficient solutions.

We work closely with other departments of the firm to deliver a seamless service, focused on our clients' business needs. Our real estate and energy experience, together with our expertise on tax and administrative issues, means we can offer our clients rounded advice in commercial matters. It is this branch of law that offers scope for skillful, rapid, innovative and effective solutions for our clients.

A brief portfolio of our recent work in commercial matters:

  • SDrafting of letters of intent prior to due diligence.
  • Confidentiality and non-disclosure agreements.
  • Due diligence of business branches under acquisition.
  • Contracts for the lease or handover of companies or branches of companies.
  • Contracts regarding the completion of works (service contracts, construction contracts, supply of goods contracts, planning contracts, creation and management of industrial complex structures, plant maintenance contracts).
  • Purchase contracts for personal property.
  • Agency contracts for the procurement of business.
  • General conditions for contracts relating to the rendering of services and the sale of personal goods.
  • Counsel on insurance and transport contracts (assistance to integrated advanced logistics companies and carriers).
  • Counsel for the management of shopping centres and associated companies.
  • Contracts for the handover of company assets.

EMPLOYMENT

In the organisation of business and commercial operations, the legal aspects of employment are of utmost importance. We are predominantly focused on providing solutions for the employer, but we also represent workers in managerial positions and self-employed workers.

The experience we have accrued in our continuous counsel to medium-sized companies has allowed us to focus on and avoid problems which arise from employment issues. BCL ensures the correct use of the new type of contracts which came into force after the re-organisation of employment law under the legislative intervention of 2003.

A schematic portfolio of advice recently given in this area:

  • Drafting of subordinate and self-employment contracts. Agency contracts.
  • Tender contracts and outsourcing contracts.
  • Due diligence on all aspects of employment law.
  • Drafting of pacts of non-competition, stability and confidentiality.
  • Negotiation of collective company contracts and preparation of company regulations.
  • Participation in trade union negotiations, consultation procedures and information.
  • Drafting of disciplinary codes.
  • Disciplinary procedures.
  • Changes of job role, transfers and secondments.
  • Individual and collective dismissals and mobility procedures.
  • Assistance and counsel in relations with labour inspectors, insurance and social security bodies and management of relevant legal matters.
  • Video surveillance and procedures for the management of confidentiality, use of information systems and electronic mail.
  • Counsel in matters of safety at work and work-related illness
  • Assistance with international secondments (offered to both Italian and foreign contractors).

POWER & GAS

The structure of our firm has allowed us to develop a deep knowledge of the Power and Gas sector which means we can advise small-scale investors with local or national bases who wish to enter into the gas and energy market. We advise clients on dealings with the AEEG, the GRTN, the Customs Authorities, with local distributors and with the principle figures in the market regarding production, provision, sale, transport, storage, the metering and issues with connecting to networks.

The assistance we have offered to principle figures in the renewable energy market has developed as the sector has expanded, and we have grown alongside it both in terms of the quality and quantity of our operations in planning, construction, start-ups, transfers and management of energy plants. We always pay close attention to the technical side of matters in order to master the issue from a legal point of view. Operations relating to renewable energy make up a significant part of the work in which the firm is currently involved.

Some of our recent work in the energy and gas field:

  • Buying contracts between wholesalers within Italy, abroad, and between Italian and foreign wholesalers for NG, LNG and Crude Oil.
  • Preparation for and general conditions for contracts for the sale of EE and Gas.
  • Preparation for the sale contracts of EE and Gas to appropriate clients (DLT 164/00).
  • Assistance with the access procedure to the transport network and connection to the TERNA and ENEL networks.
  • Counsel and assistance in dealings with AEEG and with the operators of the international market.
  • Negotiation and the drawing up of contracts for the development of renewable energy.
  • Counsel and assistance to businesses on the preparation of operations for the generation of Cip6 energy..
  • Counsel and assistance to businesses on profiting from the benefits of the use of energy from renewable sources, certificates and tradable “credits”.
  • Counsel and assistance regarding investments with a view to self-supply.
  • Import, supply and marketing contracts for vegetable oils and animal fats.
  • Counsel regarding the management of business structures for the optimal assignment of financial resources (project financing).

CRIMINAL LAW

BCL has a keen interest and a strong duty to protect people who find themselves involved in criminal investigations or procedures, and so offers specialised assistance and a high level of competence in this area.

Risks, of a criminal nature, faced by the manager or administrator of a business are increasing by the day. The firm offers advice and legal assistance in all of the traditional areas of criminal law, as well as the following:

  • Criminal company law.
  • Criminal tax law.
  • Criminal employment law.
  • Intellectual property (crime related to branding, patents and ownership rights).
  • Internet crimes.
  • Crimes against public administration and against the European Union.

ENVIRONMENTAL LAW

The Firm advises and represents clients on environmental issues in administrative, commercial and criminal matters. We specialize in matters of environmental law during due diligence for projects in the energy sphere or those involving commercial and industrial sites. The checks we perform look into the environmental aspects related to obtaining authorisation and the preliminary evaluations in acquisitions of land intended for projects which will be subject to environmental laws.

TAX & LAW

Our civil lawyers provide qualified assistance and counsel on tax issues arising from commercial and corporate activity. We advise clients on the realisation of splits, mergers and acquisitions, acquisitions of company assets, handover of business sectors, and development of commercial networks, as well as tax-related issues that arise in everyday business.

We guarantee our client total control over the implications arising from common and more unusual operations. Our experience in litigation means we are successful from the very early stages of a tax inspection.

A schematic profile of services we offer in the tax field:

  • Ongoing counsel in matters of direct and indirect tax, from a budgetary and business perspective.
  • Assistance with the tax and business aspects of particular operations, aiding with the drawing-up of contracts and reviewing material proposed by the opposite side.
  • Assistance to private clients in the resolution of tax-related problems arising from a change of residence, termination of shareholding or financial investment.
  • Assistance with the tax aspects of the management, protection and generational transfer of family assets.
  • Assistance with international tax law regarding direct tax, VAT and other indirect taxes.
  • Consultation and assistance in interactions with administrative bodies.
  • Assistance in the pre-contentious phases of management in the dealings with administration with the intention of leading the other party to dismiss the case, tax assessment settlements, judicial conciliation and such like.
  • Drafting of investigations into business activity on behalf of the party from which they are requested.

NOT FOR PROFIT SECTOR

BCL offers assistance and counsel to organisations in the Not for Profit Sector, consistently supporting them in matters of internal management and organisation as well as in the development of institutional activity. The counsel can be keyed towards the business’ general activity in the Not for Profit Sector, or look at specifically determined objectives within it. It works with bodies such as NGOs, voluntary organisations, social cooperatives, amateur sporting associations, non-profit or non-commercial organisations and social welfare organisations.

The specific services in which we offer:

  • Drafting of legal opinions and close examination of matters relating to the organsations’ activities and to the Not for Profit Sector more generally.
  • Structural and organisational legal analysis of companies, suited to their specific activities and the fulfillment of relevant procedural formalities.
  • Assistance and counsel regarding the preparation and drafting of statutes and internal regulations, minutes and drafts of resolutions.
  • Assistance and counsel to organisations which are starting up.
  • Drafting and drawing up of agreements for both public and private bodies.
  • Design and management of fundraising activities keyed towards the collection of both public and private contributions.
  • Analysis and drawing up of projects intended for grant applications to public bodies and foundations.
  • Analysis and arrangement of feasibility studies.
  • Counsel in tax matters (donations, contributions, systems applicable to institutional activity or connected to the organisation) in the sector.

LITIGATION

As well as assisting clients in court proceedings, BCL advises on extrajudicial solutions regarding matters which come before the Judicial or Arbitral authorities. The percentage of litigation that leads to a court judgment is low due to the efforts we make to bring the case to a settlement either in Court or, more often, by means of a confidential agreement outside of Court.