McDermott Will & Schulte, a global law firm

Lo Studio è uno dei principali attori in Italia e nel mondo nella consulenza legale in ambito societario e in operazioni di M&A (acquisizioni mediante acquisto di azioni o di asset, operazioni di fusione, trasferimento di azienda e scissione), sia svolta per conto di società multinazionali coinvolte in operazioni cross-border, sia per piccole e medie imprese.

Attraverso il coinvolgimento dei nostri professionisti specializzati in diritto societario, fiscale e antitrust siamo in grado di fornire assistenza legale interdisciplinare anche quando le operazioni di M&A richiedono la definizione di complesse strutture societarie quali ad esempio la predisposizione di un finanziamento per l’acquisizione, la valutazione dei profili fiscali dell’operazione, nonché l’analisi delle implicazioni antitrust e regolamentari. Lo Studio assiste clienti italiani ed internazionali nelle operazioni che prevedono offerte pubbliche d’acquisto, sia ostili che amichevoli, compresa la gestione dei rapporti con le autorità di vigilanza e con tutti gli altri soggetti interessati. Assistiamo i nostri clienti nella gestione di tutte le fasi dell’operazione, a partire dalla lettera di intenti e dalle operazioni di due diligence legale e fiscale fino alla negoziazione e redazione degli accordi definitivi, all’assistenza al closing ed alle attività successive al closing.

Inoltre, il nostro team fornisce assistenza su tutti gli aspetti del diritto societario e commerciale, tra cui: la redazione e negoziazione di contratti commerciali e joint venture, la costituzione di società, la compliancesocietaria, il supporto nella progettazione e nella gestione di sistemi di governo societario (corporate governance), operazioni di finanziamento societario anche a livello infragruppo, sviluppo di modelli organizzativi delle società ai sensi della legge 231/2001.

Nel fornire i nostri servizi combiniamo le specifiche competenze legali con la conoscenza dei settori merceologici in cui operano i nostri clienti. La nostra esperienza ci permette di adattare le soluzioni legali alle necessità dei clienti, con particolare attenzione al contenimento dei costi, all’efficienza e al rispetto della tempistica, in modo tale da fornire un servizio di consulenza legale sofisticato e pragmatico.

At the forefront of data innovation and what’s next

Whether you are navigating the increasingly complex web of emerging privacy laws, responding to a data incident, unleashing the power of the data you collect, finding ways to safeguard the valuable information you hold or otherwise in need of a data-based “gut check,” our global privacy & cybersecurity team provides the practical guidance to minimize risk and drive your business forward.

Clients turn to our award-winning team for risk-based insights rooted in commercially oriented advice informed by regulatory expertise. Having worked in-house and been seconded to some of the most well-known companies, we understand our clients’ expectations and the need to identify realistic risk priorities and maximize business opportunities. Our team comprises engineers and computer coders, former senior government officials and cybercrime prosecutors. In addition, we helped draft the laws—we contributed to the legislative process to develop the California Privacy Rights Act (CPRA) and served at the European Commission leading deliberations over the General Data Protection Regulation (GDPR) and the e-Privacy regulation. We help you plan and prepare for the full lifecycle of data privacy needs, from proactive privacy and security counseling to incident response and regulatory and civil litigation.

Corporations across a wide range of industries partner with us to solve their most complex challenges, including:

• Developing global “soup to nuts” privacy and cybersecurity compliance programs
• Navigating evolving state and international privacy laws and sector-specific cybersecurity requirements
• Addressing the increased scrutiny and attention on privacy and cybersecurity from regulators, plaintiffs’ bar, vendors, insurers, customers and consumers
• Implementing “reasonable” cybersecurity and privacy standards that survive regulatory oversight and litigation
• Combatting increasingly sophisticated threat actors
• Developing scalable frameworks for evaluating vendors and corporate acquisition targets
• Developing data collection, monetization and digital marketing strategies
• Counseling on product development
• Advising on the cross-border transfer of personal data
• Maintaining attorney-client privilege and work product protections for internal investigations
• Deploying efficient and effective templates and resources

In today’s global, fast-paced marketplace, employers face challenges on every front. McDermott Will & Schulte’s benefits practice operates worldwide, with the geographic coverage and deep resources necessary to serve clients at every level: internationally, nationally, regionally and locally. We have deep industry experience, as well, and represent employers in virtually every sector, including manufacturing, financial services, health care, education and construction.A key differentiator from other firms is that we have traditionally invested heavily in the employee benefits practice area, unlike other firms where this practice exists as a secondary support function. For us, employee benefits is a prominent practice that attracts clients directly to the Firm.

Several of our practice group lawyers have been recognized by various professional organizations as national leaders in this practice area. In fact, we are the only firm to have received top rankings in all major ranking directories, including Chambers USA, Legal 500 USA, U.S. News – Best Lawyers and Law360. We regularly advocate for clients before the US Department of Treasury, Internal Revenue Service and the US Department of Labor on employee benefits matters.We help clients maximize the value of and return on their investments in human capital while avoiding exposure to liability. We deliver strategic and day-to-day counsel on matters such as executive compensation, health/welfare plan compliance (including Affordable Care Act compliance and reporting), plan vendor contracting, qualified retirement plans, fringe benefits, privacy and data protection, reductions in force, executive employment and severance, cultural diversity, retirement programs, employment contracts and agreements, trade secret protections, development of employee manuals, wage-hour compliance, substance abuse programs and drug testing, as well as general employee-relations matters. Our employee benefits and executive compensation lawyers help clients ensure full compliance with relevant laws, including the Employee Retirement Income Security Act (ERISA), the Internal Revenue Code, and state and local laws. In Europe, we have extensive experience advising on European labor law, European works councils, the German Act against Unfair Dismissal and the German Shop Constitution Act. Our UK, French and German offices also coordinate pan-European employment and labor assignments. Together, we deliver effective solutions to issues that arise out of global, regional and local corporate mergers, acquisitions and restructurings.Our litigators conduct a full range of labor and employment litigation, arbitration and mediation before US federal and state trial and appellate courts and administrative agencies, as well before European and Asian equivalents. We represent employers in collective bargaining negotiations, grievance arbitration, maintaining a union-free environment, and election and unfair labor practice proceedings before the National Labor Relations Board.

Your employment decisions can create both opportunity and risk, fueling your business growth and impacting your reputation. Adopting policies to build a strong company culture and ensure compliance with complex laws and regulations is critical to your success—and requires attention, agility and decisive action. Whether you need forward-thinking legal guidance or litigators equipped to handle your most complex workforce-related labor and employment matters, you can turn to us for creative and pragmatic solutions, sector-specific knowledge and a proven litigation track record.

As your trusted advocate, we provide clear, strategic counsel and present solutions with your business objectives in mind. To help you anticipate emerging workplace issues and develop strategies to mitigate potential litigation risks, we make it a priority to proactively identify trends in your industry. When challenges do arise, we employ a collaborative process that allows us to assemble agile legal teams around the globe well suited to address your most pressing employment issues in any jurisdiction, from C-Suite and Board guidance to bet-the-company matters.

We work with clients in a variety of industries, including food and beverage, the gig economy, health, industrials, life sciences, media and entertainment, private client, professional and financial services, retail, technology and transportation and logistics. We have particular skill and experience in the following areas:

• Class Action Litigation
• Employee Classification
• Labor
• Pay Equity, Workplace Harassment & C-Suite Advisory
• Public Accommodations
• Trade Secret, Restrictive Covenants & Whistleblower Disputes
• Transactions & Executive Contracts

Because we’re committed to your success, we make it our business to know your business. As a result, we handle the heavy legal lifting, protecting your organization’s most critical assets—people and reputation—and allowing you to focus on achieving your core objectives. Our approach is direct, decisive and tailored to your specific labor and employment needs across all jurisdictions worldwide.

Our Investment Funds group focuses on the full spectrum of investment fund matters, including:

• Fund formation and operation
• Capital raising
• Investments (both on a primary and secondary basis) in private funds

• Internal compensation and carry arrangements
• Regulatory and Advisers Act compliance
• Establishment of management companies and seeding transactions
• Spin-offs
• Reorganizations
• Fund restructurings
• Purchases and sales of interests in investment managers

Leveraging our global footprint, our Investment Funds group includes lawyers across the United States, Europe and Asia who have advised on numerous fundraises for institutional, boutique and emerging sponsors. Our fund formation experience extends to all types of funds and managed accounts, including:

• Private equity
• Private credit
• Real estate
• Fund-of-funds
• Energy
• Hedge
• Infrastructure
• Venture
• Distressed/special situations
• Co-investment
• Secondary
• Health care

Based on our breadth and depth of experience advising sponsors, investment advisers, private funds, investment professionals, investors, family offices, private wealth clients, placement agents, lenders and other sophisticated parties, we are positioned to provide full-service advice regarding our clients’ legal and business challenges. In particular, we are well-versed on the state of the market for fund terms and investor negotiations, choice of fund structure and jurisdiction of organization, US and international regulatory and compliance issues, and sponsor structuring and compensation issues.

Our Investment Funds group is embedded in the firm’s Top 10 (Pitchbook 2017) Private Equity practice that serves as lead counsel to clients in all aspects of their lifecycles, including from fund formation to platform acquisitions and financings to portfolio add-on acquisitions and refinancings and eventual exits. Our multidisciplinary team includes specialists from our “Team of the Year” Tax practice (U.S. News-Best Lawyers 2016) and our Employee Benefits & Executive Compensation, Finance, Regulatory and SEC Enforcement Defense practices that work hand-in-hand to tackle highly complex matters.

The original asset, real estate often serves as the cornerstone of progress and achievement. However, ownership of and investment in real property is wrought with potential pitfalls that can cost time and money. Drawing on our deep understanding of the competitive pressures of today’s market, the real estate lawyers at McDermott Will & Schulte provide clients a complete service offering for their real estate acquisition, operation, leasing, financing and development needs.

Our professionals handle matters spanning from the structuring of large, complex acquisitions through development and ultimate disposition. We advise a diverse group of clients, including developers, lenders, operators, private owners and real estate investment trusts (REITs), and frequently represent landlords and tenants in all facets of office, commercial, retail and industrial leasing transactions. Additionally, we counsel hospitality clients in all aspects of their businesses. Backed by the world’s leading health care law practice, we also have extensive experience handling real estate matters for companies in the health industry.

We take an interdisciplinary approach, providing a comprehensive offering that includes transactional, portfolio management and leasing counsel. The firm provides top-notch advice in all areas of real estate law as well as related legal issues, including litigation for construction and real estate disputes, environmental land assessments, labor and employment guidance for hotels and resorts, financing for renovations and expansions, and tax guidance for deal structuring.

A global team, we are immersed in our local markets. Our lawyers have worked on iconic commercial projects that have helped shape the Manhattan landscape, as well as the luxury hotels lining South Beach. Some of our clients include Ian Schrager Company, Hotel Association of New York City, RFR Holding LLC, Blackstone Group and NorthStar Capital. In Europe, our German real estate team is a market leader, advising developers on large-scale acquisitions, operators with retail property management, and private investors with their hospitality portfolios.

Competenze Correlate

Germany

Our real estate law team in Germany provides advice on the full spectrum of real estate transactions (including asset and share deals), joint ventures, financings, project development, leasing and inventory management in all of the top markets throughout the country. In addition to our German clients, we have counseled real estate businesses (including owner-operated companies), institutional investors, private equity funds, asset managers, insurers, pension funds, real estate consulting companies, family offices and financial institutions from the United States, United Kingdom, France, Austria and other countries. JUVE Handbook, The Legal 500 Deutschland and Chambers Europe regularly name us as a top practice and praise our lawyers for our “legal and commercial know-how” and our “quick, clear and practically oriented legal advice.”

Hotels and Hospitality

Our counsels clients in the hotels, hospitality and themed-entertainment space in all aspects of the acquisition, development and operation of their real estate assets. We advise hospitality clients on the full range of issues, including the structuring and implementation of hotel management agreements and the leasing or management arrangements for food and beverage operations. Our team regularly assist clients in solving the most challenging problems by bringing a cross-disciplinary team comprising corporate, tax, labor and employment, IP, government strategies and environmental lawyers to provide sophisticated and holistic legal advice. We have had the pleasure of working with some of the most respected real estate developers in the hospitality industry in the United States, including in New York, and are widely known as the go-to firm for luxury and boutique hotel developments.

Sustainability, Capital Markets, and Governance

We draw on our skill and experience, aligned with a deep understanding of your industry, to help you design and implement new or enhanced sustainability programs and investment strategies aimed at achieving your sustainability and market objectives.

Our priority is working with you to identify financially material risks and to capitalize on actionable opportunities around sustainability, ESG ratings and reporting, governance, M&A due diligence, shareholder proposals, and compliance. We partner with you to assess the material sustainability aspects of your operations and products, working together to develop transformational strategies and new sustainability initiatives – both upstream in your supply chain and downstream in your products.

We also help you respond to investor requests for sustainability information, report on goals and achievements, monitor and comply with existing and proposed sustainability disclosure requirements, and identify and take advantage of new opportunities for growth and innovation.

From carbon credits to toxic torts, we are well qualified to advise, assist and, if necessary, defend you in connection with the ever-expanding universe of environmental topics and environmental matters.

We advise on climate change-related risks and opportunities, carbon-related commodities, environmental insurance and disclosure obligations. Depending on your needs, we also handle bet-the-company environmental litigation, compliance investigations and enforcement actions; intricate regulatory, rulemaking and permitting matters; and corporate transactions involving complex compliance and contamination issues.

Adopting policies and practices to build a strong company culture, both to meet the expectations of your various stakeholders and to ensure compliance with laws and regulations, is critical to your success – and requires attention, agility, and decisive action.

Our wide-ranging global employment capabilities include advising you on best practices regarding various ESG issues such as diversity, equity, and inclusion; human rights; occupational health and safety; mental health; employee engagement; pay equity; fair wages; family leave policies; non-disclosure agreements; human capital development; and working conditions.

In addition, we are deeply familiar with the myriad of union and works council issues multinational employers face across the globe. Our work in this area includes labor arbitrations, collective bargaining, unfair labor practice and representation hearings, and other labor-related litigation involving complex labor issues.

To help you anticipate emerging workplace issues, we make it a priority to proactively identify trends in your industry and in society at large.

As a private equity, hedge fund, or venture capital sponsor, or as an institutional investor, you are in good company among our clients working toward meaningfully incorporating ESG into their investment and compliance programs. Whether you are motivated by an inherent mission and strategy, or you are responding to increasing institutional investor and limited partner-driven demands that ESG considerations be integrated into the investment committee’s decision-making process, we are at your side to advise on proactive structures and approaches.

We will also partner closely with you to prepare for the next decade’s anticipated regulatory requirements and investor-driven demands, as the SEC and the European Union focus on how to integrate sustainability-related disclosures into the existing compliance regime governing investment funds.

Additionally, we advise private equity sponsors on ESG investment strategies, acquisition due diligence and “future-proofing” portfolio companies through active engagement to enhance returns upon exit events.

Our impact finance and sustainable solutions team has worked on some of the most innovative cross-border and domestic finance transactions targeting social interventions and achievement of the United Nation’s Sustainable Development Goals (SDGs) for governments, non-governmental agencies, funds, global foundations, private equity houses, and financial institutions. We stand by you through the full cycle of a sustainable finance transaction, from structuring, governance, documentation, tax, and regulatory advice to impact investment reporting and post-closing matters relating to impact evaluation.

Our impact finance team can also provide you with training and research to support your work in the impact finance sector or provide introductions in this fast-evolving space. From establishing mission-driven private investment funds focused on investments in sustainable food and agriculture, renewable energy, and innovative climate technology to advising on the issuance of green and development bonds and other capital market solutions, we have worked across practices and borders on some of the most innovative mechanisms that deliver finance for a positive global social impact.

We have extensive experience in structuring sustainable finance solutions for both environmental and social interventions, and we have spent more than a decade advising on a range of impact finance initiatives, including some of the most ground-breaking cross-border impact bonds in the world.

To defend your interests and help you stay a step ahead, we take a proactive approach to monitoring insurance regulator proposals with respect to climate change. Our ongoing review includes New York’s proposed comprehensive climate change regulatory framework, the International Association of Insurance Supervisors (working with the UN Sustainable Insurance Forum), and financial services regulators in the EU, UK, Bermuda, Canada, Australia, and New Zealand.

We also keep close tabs on the National Association of Insurance Commissioners’ climate change regulatory activity, along with efforts by state insurance regulators designed to improve insurer governance around climate change and to address the disproportionate impacts of climate change on lower-income areas and communities of color.

We advise both US and non-US insurers on drafting various sustainability disclosures, and on ESG investment issues, including analyzing proposed impact investments and green investment fund vehicles.

ESG in Investment Decisions

As the leveraged finance market increasingly recognizes that ESG issues can be credit-relevant, and ESG risks can have potentially negative effects on cash flows and enterprise value, we advise both borrowers and investors on integrating ESG considerations into investment decisions.

In loan transactions and debt offerings, we have a strong understanding of due diligence and disclosure under relevant securities laws, market standards, and existing and emerging voluntary and mandatory corporate disclosure requirements. Whether you are an issuer, investor or investment bank, we use our experience and knowledge to help you produce and evaluate appropriate disclosures for financially material ESG topics relevant to your business.

We also advise on the emergence of contractual provisions in credit agreements concerning ESG-related representations, pricing incentives, information undertakings and covenants. We are a participating firm in the European Leveraged Finance Association’s ESG Disclosure Initiative, which recently published its “Guide for Company Advisers to ESG Disclosure in Leveraged Finance Transactions.”

Data privacy and cybersecurity are prominent sustainability issues for your board, lenders, and investors, and data privacy is a particularly critical issue given your reliance on data collection and handling.

Privacy laws around the world are developing quickly and often impose hefty penalties for noncompliance, underscoring the social and ethical concerns associated with the use of personal data.

Our top-ranked data privacy and cybersecurity lawyers are located in offices across the US and Europe, with the cross-industry experience and skill to advise you on effective strategies to govern privacy and cybersecurity risk. Because a rapid rise in cyber incidents affects companies of all sizes and levels of sophistication – with potential impact not just on your own data and operations, but on your entire industry – we advise on the importance of cybersecurity governance.

Should you experience a privacy or cyber incident, our deep bench of lawyers can rapidly engage to guide you through the incident and the complicated compliance and other issues that often arise.

Because the risks of climate change and environmental degradation have drawn increased attention from regulators, industry, consumers, activists, and the public at large, companies reliant on natural resources face significant sustainability challenges affecting their business models and industries – and their relationships with employees, investors, regulators and the communities where they operate.

We have one of the largest renewable energy practice groups in the world, and we tap our experience to support your strategic investments in renewable energy, agriculture, water and other natural capital projects. Spurred by rising pressure to reduce emissions and meet sustainability mandates, as well as potential cost savings on energy, corporations are increasingly buying electricity from wind farms and solar parks, so one of our primary areas of focus is structuring corporate power purchase agreements for the purchase of clean energy.

Additionally, our work includes the development, acquisition and divestiture, and financing of wind projects (onshore and offshore); private and publicly owned utility scale solar facilities; residential, commercial and industrial solar projects; landfill gas; biomass; digesters; fuel cells; micro turbines; water and a variety of other biofuels projects.

Executive Compensation and Retirement Plans

For alignment with strategic sustainability objectives, short- and long-term management incentive plans at public companies more frequently include sustainability performance goals.

We draw on our history of partnering with compensation committees, management and consultants in working with you to review legal, accounting and disclosure requirements around sustainability metrics in compensation plans.

We also provide counsel to 401(k) retirement plans considering the inclusion of ESG sustainable investment options. Although the Department of Labor has announced that it will not enforce rules adopted in 2020 that placed greater regulatory burdens on these investments, there have been more than 100 class action lawsuits challenging investment options under the Section 401(k) plan as being imprudent.