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.

As demand for high-performance computing and AI grows, digital infrastructure projects are becoming increasingly complex and capital-intensive. With more than two decades of experience in digital infrastructure law, we help you navigate that complexity by structuring and closing infrastructure transactions that support long-term performance and value.

Our lawyers have structured, negotiated, and closed billions of dollars in technology transactions worldwide. With a client base that spans the digital infrastructure ecosystem – from investors and lenders to developers, operators, hyperscalers, and energy/technology partners – we understand how risk is allocated and what drives deal success.

We guide domestic and cross-border transactions involving transformative technologies, including:

• Data centers: Hyperscale, colocation, mining, and edge
• Power supply: Renewable and conventional energy
• Connectivity: Fiber networks, wireless infrastructure, towers, and satellites
• Related hardware and systems

When advising on your critical transactions, our digital infrastructure lawyers draw on deep experience across core disciplines like M&A, energy, real estate, project finance, technology, privacy, AI, and product liability. Success in these deals depends on how these elements work together to drive value and manage risk.

We guide you across the full life cycle of your project – from initial planning and development through financing, construction, operation, and eventual expansion or exit. With a practical understanding of how data centers and digital infrastructure operate, our lawyers help you structure transactions that align both your commercial and technical goals.

In digital infrastructure projects, decisions around power, connectivity, site selection, and financing carry lasting implications. We partner with you to navigate these complexities so you can close high-value deals that are grounded in market realities and built to perform.

Innovative solutions for an ever-evolving industry

Digital health solutions are fundamentally transforming the quality and delivery of healthcare. As the doctor-patient relationship evolves beyond the in-person encounter, digitized data and technology have converged with healthcare delivery and payment. Our digital health team works with clients to create solutions that improve access to medical services and engage patients in managing their healthcare, with an eye toward the complex and ever-evolving regulatory considerations affecting healthcare innovation.

We offer guidance on all aspects of digital health, including the formation, financing and governance of business entities, joint venture arrangements, and mergers and acquisitions. Drawing on our vast institutional knowledge and the creativity to drive forward-looking solutions, we counsel clients in a wide range of areas, including development, reseller marketing and distribution arrangements, intellectual property protection and licensing agreements, systems integration agreements, internet and new technology issues, product liability matters, and employment and noncompetition agreements, as well as related personnel issues.

Our team leads emerging and established organizations through the unique—and often unanticipated—transactional, regulatory and compliance challenges they face. Uniting our depth of experience and our ability to anticipate change, we help clients develop creative solutions to the obstacles that slow adoption and growth so they can keep moving forward in an ever-changing industry.

How can we help you transform healthcare?

Our areas of focus

• Health Information Technology
• Mobile Health
• Big Data and Data Strategies
• Data Privacy/Security HIPAA and State Laws
• Telehealth/Telemedicine

Health information technology

Complex legal and compliance issues surround the acquisition, implementation, use and management of health information technology (HIT). Our team offers advice on key matters in a quickly changing landscape, including patient consent issues involved with health information exchanges; electronic communication issues among and between providers, payers and patients; and matters involving electronic health records (EHRs), health information exchanges (HIEs), and the use and disclosure of protected health information (PHI). We also counsel our clients on compliance with the Health Insurance Portability and Accountability Act, state breach notification laws, Medicare and Medicaid EHR Incentive Program requirements, the False Claims Act, the Anti-Kickback Statute, and other federal and state healthcare regulatory laws.

For clients ranging from physicians, hospitals and health systems to practice management companies, HIT vendors and medical billing companies, we offer skillful support with software and hardware procurement, implementation, service level agreements and warranties, and associated contract and regulatory compliance aspects.

mHealth

Mobile healthcare devices, including wearables and medical apps, empower patients to better understand their health. These devices capture consumer-generated health data, analyze it and provide mobile feedback to consumers. These mHealth applications may also deliver healthcare information to providers and researchers in order to facilitate efficient coordination of care. Our team assists clients with the transactional and regulatory issues that arise when businesses engage with patients, consumers, providers or researchers about their health needs, whether through mobile devices or other connected devices outside of traditional healthcare provider settings. We also offer counsel on issues arising from emerging digital health tools, such as mobile medical apps, that the US Food and Drug Administration (FDA) may consider regulated devices.

Big data and data strategies

We assist clients with the design and deployment of big data strategies. Supported by a flexible, yet sustainable, privacy and security protection infrastructure, big data strategies can capture, aggregate, transform and analyze key data. Businesses use these sophisticated analytics to effectively implement improvements in healthcare quality, coordination, accessibility and affordability for the benefit of payers, employers and healthcare consumers. Our team helps identify, manage and resolve legal issues associated with high-volume analytics and data mapping, privacy and security protections, data licensing and clinical research activities, including federal and privately sourced data. We also assist in forging collaborations between industry stakeholders to leverage strengths and accelerate initiatives.

Data privacy/security HIPAA and state laws

The Health Insurance Portability and Accountability Act (HIPAA) governs the use and disclosure of identifiable health information. Using our industry-leading best practices, we counsel a diverse range of clients in navigating these complex rules. We conduct audits, develop customized plans, policies and procedures for privacy and security compliance, and even facilitate HIPAA-related training sessions.

If a crisis does arise, we also advise clients regarding security breaches, risk assessment, mitigation and remediation, and negotiate settlements and resolution agreements with the US Department of Health and Human Services Office for Civil Rights. Together with lawyers in our privacy and data protection practice, our digital health team has guided companies through the successful resolution of many privacy and security incidents, including hundreds of incident responses and breach remediation efforts involving PHI. From cyber attacks and malicious insiders, to lost laptops, unsecured data and mailing mishaps, we have handled the full spectrum of information incidents.

We draw on this experience to bring calm to the storm and provide guidance from beginning to end, including developing and implementing effective audits, protection and loss-prevention programs, and simplifying the notification process across jurisdictions.

Telehealth/telemedicine

Bringing the doctor-patient relationship out of the confines of an in-person encounter, telehealth integrates information technology with traditional healthcare and wellness practices. Remote healthcare, also called telemedicine, is changing the way medical services are delivered. Thanks to advances in technology and information systems, these new diagnostic tools and methodologies can improve access to and consistency of medical services—an important benefit to consumers and providers alike. Our clients turn to us for guidance regarding licensure, patient consent and recordkeeping, data privacy, risk mitigation, and navigating the varied state-based regulations and regulatory definitions associated with telehealth. We help assess business strategies and advise on government and commercial reimbursement standards so clients can succeed in this rapidly changing, highly regulated industry.

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.

With the largest full-time crypto-exclusive team in the industry, the firm has been keeping clients ahead of the FinTech and blockchain curve since day one. The team’s sharp focus and unmatched sector experience – with leadership from Partner Joe Evans, who has been a crypto lawyer since 2013 and was recognized by The American Lawyer as a “trailblazer” for his progressive work in crypto law – add up to a significant advantage for your business. Our FinTech and Blockchain Practice Group is also highly ranked by Chambers USA and one of the few ranked Band 1 in Crypto-Asset Disputes.

Crypto & blockchain focus areas

Our crypto lawyers focus on transactions, litigation, investigations, and regulatory strategy, with a range of experience we can deploy to support your business needs.

Crypto transactions

We have spearheaded and regularly handle all types of crypto transactions, including:

• Fundraising
• Token sales
• Capital markets offerings
• Fund formation
• Venture and private equity investments
• Private sales of unique items
• Technology agreements and commercial contracts

Crypto litigation, investigations & regulatory

We have led the charge in crypto litigation and investigations, representing more creditors, committees, and fiduciaries in high-profile crypto bankruptcies than any other law firm. We have defended clients in every major US Securities and Exchange Commission (SEC) crypto investigation and against enforcement actions brought by virtually every federal criminal and regulatory body, as well as state banking and securities regulators nationwide.

Our crypto lawyers are frequently engaged to:

• Represent stakeholders in crypto bankruptcies and restructuring
• Litigate core IP issues, including patent and trademark claims
• Defend against federal and state government investigations
• Conduct internal investigations for crypto exchanges and blockchain-based platforms

In addition, our clients – ranging from creditors and investor groups to high-net-worth individuals and entities worldwide – turn to us with their highest-risk and most important regulatory decisions. Because of our deep technical knowledge and unmatched on-chain experience, clients rely on our crypto lawyers for their most complex product offerings. Legislators and regulators also turn to us to draft new laws to protect the crypto industry and its participants.

We also advise on:

• Obtaining money transmitter and other state licenses
• Initial coin offerings
• Stablecoin issues
• Launching new centralized exchange and decentralized finance products

Crypto recovery

We are on-chain native and ready to trace, litigate, and recover stolen crypto. Setting industry precedents along the way, our crypto lawyers have pioneered litigation in:

• Crypto tracing
• Decentralized autonomous organization (DAO) lawsuits
• Crypto turnover orders
• Transfers of physical assets (TPAs)
• Simple agreements for future tokens (SAFTs)
• Crypto theft

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

When it comes to your business, success means prioritizing growth, and your organization’s intellectual property (IP) should help drive it. We are our clients’ secret weapon in the boardroom and the courtroom for IP litigation, licensing, monetization and strategic portfolio development. Our global intellectual property practice includes more than 100 lawyers and professionals who offer a mix of business savvy and technical skills to help achieve success for our clients.

However, a return on your IP investment is hardly guaranteed these days. Product lifecycles are short, competition is fierce and reputations can be won or lost at the push of a social media button. Not to mention, an increasingly complex web of international laws and regulations, judicial decisions, and new legislation poses a constant challenge.

So, whether you’re building the next iconic brand, protecting game-changing new technology or creating new revenue streams from your established IP assets, our team can help you achieve your business goals at every stage of the IP lifecycle.

Explore the latest developments in IP law by visiting the IP Update Blog.

Patent Portfolio Strategy and Counseling

Patents are the foundation of your brand and products. To protect and manage your innovations, our team develops strategies that fully leverage your IP assets and give you a strategic advantage in the competitive market.

IP Litigation

The IP litigation market has grown increasingly complex and more competitive, and it’s more important than ever to have a comprehensive protection and enforcement strategy for your IP assets. As trusted advisors, our IP litigation team can help you maintain your market position and maximize your investment in core patents and products.

Trademark Prosecution, Counseling and Enforcement

Selecting the right brand name is critical for companies bringing a new product or service to market. We partner with clients from the earliest stages of product development to search and file for brand names globally. We are also well-equipped to partner with your in-house legal and marketing teams to enhance your current brand and offer counsel on potential new brands and markets.

IP Transactions and Licensing

With decades of combined experience performing IP due diligence on acquisitions, investments and IP asset purchases of all deal sizes (from $1 million to $70 billion), we collaborate with colleagues in our Transactional Group to provide scalable solutions that are tailored to your business needs and budgetary constraints.

Monetization

Drive growth to your bottom line. We develop programs for in-house legal departments to commercialize and license their IP assets. We will help you derive income from your dormant IP assets and act as a profit center, not a cost center.

Let us show you what we can do for you.

At the firm, we help clients reduce the uncertainties associated with dispute resolution. We ensure that clients understand the strategies available to them, the potential costs of pursing those strategies, and the key distinction between short-term victory and long-term success.

Our practice includes many recognized trial lawyers and specialized litigators in the United States and Europe. We advise clients from most industries and have earned a particularly strong reputation for helping major, multinational clients win big-ticket cases. The strength of our lawyers is based on the fundamental principle that excellence in client service mandates deep substantive knowledge in a broad range of industries and areas of the law, and―when required―incomparable ability and success in the courtroom.

Our lawyers possess superior trial skills, deep substantive knowledge and the flexibility to draw from the Firm’s deep bench to assemble strong, lean teams. Frequently, our trial lawyers team with in-house resources, such as our premier health care, life sciences, employee benefits or product liability lawyers, to provide truly best-in-class advocacy. This synthesis of skill and experience, along with a record of success in high-stakes controversies, is why we are a go-to-firm for large-scale, complex litigation.

Alternative dispute resolution

Our lawyers represent businesses, investors and states in a broad range of settlement negotiations, mediations and arbitrations under the auspices of the American Arbitration Association (AAA), the International Center for the Settlement of Investment Disputes (ICSID) and several other arbitral bodies. The group also regularly prosecutes and defends against litigations related to domestic and international arbitration, including actions to compel arbitration, actions to enforce arbitral awards and actions for injunctive relief in aid of international arbitration. Our ADR team lawyers are located across two continents, and a number have served as arbitrators in AAA and international arbitrations.

Appellate advocacy

Our nationally recognized Appellate Practice Group comprises highly experienced lawyers in our US offices who have successfully handled hundreds of appeals. Our group includes partners who have argued appeals in the US Supreme Court, the 13 circuits of the US courts of appeals, and numerous state appellate courts. Members of our group have served as judicial law clerks at all levels of the federal judiciary. We are frequently retained to file friend-of-court briefs in cases of national importance in the US Supreme Court and various other appellate courts.

Financial institutions

Our litigators represent banks and other financial institutions in a variety of complex litigation matters, including consumer and securities class actions, securities fraud and derivative litigation. We also represent institutions and individual executives in disputes involving director and officer liability, lender liability, loan workouts and regulatory issues. We regularly conduct internal investigations on behalf of clients and provide vigorous representation in investigations and enforcement proceedings brought by the US Securities and Exchange Commission (SEC), the US Department of Justice (DOJ), the Financial Industry Regulatory Authority (FINRA), the Public Company Accounting Oversight Board (PCAOB), stock exchanges, and other self-regulatory organizations, as well as various state securities enforcement agencies.

Hospitality

Our dedicated hospitality team includes litigators with experience in all aspects of our clients’ businesses, including acquisitions, development and financing; labor, immigration, employment and employee benefits; construction and real estate; data privacy; operations, management and service contracts; portfolio management; and tax. We have advised many of the world’s leading hospitality brands and developers, in the United States and globally.

Professional responsibility

As professional service providers ourselves, we understand the costs associated with allegations of professional misconduct or malpractice. We represent lawyers, accountants and others on the full range of professional responsibility matters, including defense of malpractice claims, securities class actions, regulatory and ethics investigations, partnership disputes, insurance coverage issues, RICO claims, audit and tax controversies, white-collar criminal defense, and other litigation. Drawing on our in-depth understanding of professional ethics and our strong courtroom skills, we have successfully represented some of the largest global professional services firms in sensitive and high-stakes cases, and in proceedings before the SEC, PCAOB, and other regulatory bodies.

Whether a company’s primary driver of revenue or an essential tool in providing better products and services, technology plays an important role in virtually every business. The lawyers of our Technology industry practice advise clients in the technology sector on all aspects of their business concerns and initiatives, including mergers, acquisitions, joint ventures, technology development, transactions, outsourcing, intellectual property, compliance and operational issues. We also help clients develop the technology infrastructure and strategic relationships required to maximize value and achieve business objectives.

Our group includes lawyers with extensive records of success advising startups, Fortune 50 technology companies, and national and multinational enterprises. We have structured, negotiated and closed billions of dollars of transactions for clients across North America, Europe, the Asia-Pacific region, Latin America and Africa. Perhaps most important, we have substantive experience in the unique products and services of our technology clients and in the technologies and issues that matter most to today’s businesses.

Every day, we advise technology clients on a wide variety of technology-related matters, including acquisition and licensing of technology and IP assets, cloud computing, Software as a Service (SaaS), Platform as a Service (PaaS), and Infrastructure as a Service (IaaS); IT and business process outsourcing (BPO); data hosting, management, privacy and security, distribution agreements, technology development, maintenance, services and licensing, e-commerce and electronic payment systems, mobile apps and social media, open-source software, consulting services and contract manufacturing.

A number of our partners have been recognized as leading practitioners by publications and ratings agencies such as Chambers Global, Chambers USA, Chambers Europe, The Best Lawyers in America, The Legal 500, The Legal 500 EMEA, The Legal 500 Deutschland, JUVE Handbuch Wirtschaftskanzleien, BTI Consulting Group, Lawdragon, and The Black Book of Outsourcing.

Cloud

New technologies, emerging business models and an increasingly mobile workforce have made cloud computing the IT option of choice for many businesses and organizations. We have represented numerous providers, corporate customers and investors on all sides of technology transactions and agreements involving cloud computing, Software as a Service (SaaS), Platform as a Service (Paas), Infrastructure as a Service (IaaS), hosted arrangements, web services and application outsourcing. We help domestic and multinational clients identify and address potential issues such as data security, protection and privacy, while determining the value of services in terms of increased revenues, reduced costs and more efficient operations. We regularly draw on our Firm’s experience in technology intellectual property, finance, corporate transactions, regulatory issues and compliance, and other key areas of law to negotiate transactions and develop enforceable terms of service, service level, subscription and other agreements.

Social media

Social media has quickly evolved from a personal-connection medium to a primary means of business, advertising, marketing, promotion, communication and reputation/brand management. The opportunities that arise from these new technologies are accompanied by equally daunting challenges and uncertainties. We help clients create and implement practical solutions that help them manage online and social media platforms and presence, respond to claims, complaints and regulatory actions, and better understand and comply with user-driven standards, new laws, cooperative self-governance and regulatory oversight. Given the broad range of issues that arise through participation in social media, we draw on the experience and knowledge of lawyers throughout the Firm’s technology, corporate, intellectual property, labor and employment, litigation and dispute resolution, and other key practice areas to help clients safely capitalize on opportunities in this environment.

Internet of Things

The “old” internet is being surpassed by the “internet of things”: technologies embedded in and connecting the everyday objects that people use at work, at home, in the car—even while asleep. Our lawyers advise clients on the myriad legal and commercial issues that arise from the development, deployment, licensing and sale of products, processes and services relating to wearable technologies, smart buildings and cities, telemedicine and e-health, energy and automobiles, among other growth areas. We also recognize that laws and regulations surrounding data privacy, consumer protection and telecommunications significantly affect the production, sale and use of these technologies.