McDermott Will & Schulte, a global law firm

I nostri professionisti specializzati in Antitrust Regolamentare e Comunitario offrono consulenza integrata, pratica ed efficiente a clienti italiani e internazionali su problematiche complesse davanti alle autorità antitrust e di regolazione, nonché ai tribunali e alle corti civili e amministrative, sia nazionali che comunitarie. Disponiamo di avanzate capacità tecniche e di creatività che ci permettono di identificare soluzioni personalizzate ed efficaci rispetto alle problematiche del cliente, supportandolo—con apprezzati risultati—anche nel coordinamento dei consulenti di varie giurisdizioni in cui spesso ricadono le operazioni internazionali. Assistiamo, inoltre, i nostri clienti in materia di pratiche commerciali scorrette e pubblicità ingannevole, anche in merito a eventuali profili penali. Il nostro team, abilitato in Italia, Belgio, Francia e Gran Bretagna, lavora a stretto contatto con i colleghi degli altri uffici dello Studio nel mondo e con primari esperti dei paesi dove non abbiamo uffici. Questo ci consente di assistere i clienti al meglio, nei principali settori e mercati nel mondo, in aree quali autorizzazioni di joint venture e acquisizioni transfrontaliere, coordinamento dell’assistenza giudiziale di presunti cartelli globali o pratiche commerciali scorrette su siti web di gruppi internazionali. Il nostro team è menzionato da Chambers Europe 2014 per la sua “notevole expertise in casi di controllo delle concentrazioni, accordi di distribuzione e investigazioni relative a cartelli”.

Le nostre principali aree di attività sono le seguenti:

Consulenza strategica sulla fattibilità e l’ottenimento dell’autorizzazione antitrust di joint venture, fusioni e acquisizioni

L’ufficio italiano è particolarmente attivo nell’area della consulenza strategica in tema di conformità alle normative sulla concorrenza, rivolta ai clienti impegnati nella gestione di controversie commerciali che ostacolano il perseguimento dei loro obiettivi. Forniamo regolarmente pareri su problematiche derivanti dall’interconnessione fra la normativa antitrust e i diritti di proprietà intellettuale, ad esempio nell’ambito di accordi di licenza. McDermott Will & Schulte offre inoltre assistenza qualificata su ogni aspetto relativo alla distribuzione e alla politica dei prezzi, in particolare a clienti che godono di una forte presenza su mercati specifici.

Assistenza durante investigazioni relative a presunti cartelli e intese anticoncorrenziali

Abbiamo maturato una significativa esperienza nella consulenza in investigazioni su presunti cartelli e nella difesa di clienti davanti all’autorità antitrust italiana, alla Commissione Europea e ai tribunali nazionali e comunitari. In collaborazione con i nostri team europei e statunitensi specializzati in antitrust, offriamo consulenza integrata sulle possibili ripercussioni internazionali della partecipazione a programmi di leniency, per l’elaborazione di strategie difensive internazionali e, laddove necessario, l’assunzione della difesa in tutti i fori competenti.

Consulenza su accordi di distribuzione e politica dei prezzi

Offriamo consulenza legale di alto livello a società nazionali e multinazionali, aiutandole a districarsi tra le complesse ramificazioni delle normative italiane, europee e statunitensi in materia di concorrenza, alla luce delle disposizioni vigenti nelle diverse giurisdizioni in cui ricadono le loro operazioni. Le nostre aree di competenza comprendono acquisizioni, joint venture, problematiche relative alla distribuzione e aspetti legati alla concessione di licenze di tecnologia e proprietà intellettuale. Siamo in grado di offrire ai clienti assistenza legale completa in materia di concorrenza, a livello nazionale e comunitario.

Consulenza in materia di regolazione in ambito comunitario, e adempimento delle norme specifiche di settore in varie attività produttive, come telecomunicazioni, agroalimentare e ambiente

Il team italiano offre consulenza su ogni aspetto delle normative nazionali e comunitarie, sia per quanto riguarda lo sviluppo di nuovi programmi regolatori, sia in materia di interpretazione e compliance alle norme in vigore, e alle leggi e ai trattati internazionali applicabili.

Contenzioso nazionale e comunitario, in particolare impugnazione di provvedimenti delle autorità antitrust e di regolazione

Lo Studio ha rappresentato clienti di fronte all’autorità antitrust italiana e alla Commissione Europea nell’ambito di istanze contro operazioni ostili, accordi limitativi della concorrenza e comportamenti dominanti da parte di concorrenti. Il team italiano specializzato in Antitrust Regolamentare e Comunitario ha incrementato l’attività di composizione extragiudiziale di controversie e difesa dei clienti nell’ambito di procedimenti davanti alle autorità antitrust e di regolazione italiane, e ai tribunali e alle corti civili e amministrative sia nazionali che comunitarie.

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

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.

Strong businesses require strong leadership. To help organizations recruit, hire and retain key leadership and senior managers, our Firm provides high-quality, client-tailored advice on all aspects of executive compensation, including benefits, tax, securities, labor, and litigation issues. Our executive compensation team draws on experienced lawyers from our benefits, corporate, tax, private client, and other departments to provide seamless, coordinated advice that meets the demands of today’s global workforce.

We understand the needs of employers and industry groups, and take into account the political, economic and social issues that drive legislators and regulators who develop and enforce executive compensation policy. Our clients include Fortune 500 companies, public companies of all sizes and privately held entities within the banking, financial services, health, technology, manufacturing, pharmaceutical, utilities, insurance, and other industries. Our group includes former Internal Revenue Service officials who participated in many of the rulings and developed a number of regulations that affect executive compensation. Members of our practice also hold key leadership positions within national and state bar associations.

We work with clients to develop executive compensation strategies that attract, retain and reward key executives while also protecting the best interests of shareholders. In light of increasing public scrutiny and the changing legal environment, corporate governance issues are an important consideration when establishing internal processes and structures. We provide effective guidance on change-in-control protection, compensation committee governance, executive employment agreements, equity compensation and stock options, incentive compensation, non-qualified deferred compensation, public disclosures, Section 16 reporting, and split-dollar life insurance.

Employment Agreements

Our executive compensation lawyers regularly negotiate and draft employment agreements that meet the needs of employers and executives. We draw on our deep knowledge of industry best practices and standards, and have broad experience representing public companies and privately held businesses in the financial services, utilities, health care, technology and manufacturing sectors. We help clients address complex legal and business considerations relating to executive non-competition restrictions, confidentiality provisions, dispute resolution procedures, and liquidated damage clauses, as well as severance and deferred compensation obligations that may represent significant financial commitments in the context of business acquisitions, mergers, divestitures, and changes in control.

Equity Compensation

We regularly assist public, privately held and limited liability companies and other clients in designing equity compensation arrangements that meet key incentive and retention goals. We coordinate solutions to a range of tax, securities and accounting considerations, including qualifying for incentive stock options and Section 162(m) deduction rules for named executive officers, registering equity investments for public companies, securing exemptions for private companies, and ensuring accurate compensation expense reporting. Our experience includes all forms of stock options, restricted stock, stock appreciation rights, phantom stock, deferred issuance stock awards, stock purchase programs, use of equity derivatives, and conversion of equity compensation into deferred compensation. We also advise clients regarding use of equity compensation for estate planning, clawback provisions for non-competes, and divorce decrees.

Multinational Executives

To help employers address the complicated challenges that arise when providing benefits to executives in different countries, our executive compensation team provides full-spectrum guidance on international and domestic tax, employment, labor, and privacy laws. We work with clients to harmonize compliance between existing practices in the executive’s home country and foreign laws that are at times inconsistent with domestic requirements. Our lawyers negotiate and establish special arrangements for retirement benefits, social security coverage (totalization agreements), equity compensation and other benefits, and counsel multinational companies on issues involving stock option grants, approvals for deferred compensation, employment agreements involving multiple jurisdictions, and foreign tax deductions under Section 404A.

Non-Qualified Deferred Compensation

We help clients structure and establish a range of non-qualified deferred compensation plans that help executives accumulate meaningful retirement benefits beyond those allowed under more restrictive, traditional tax-qualified profit sharing and pension plans. We address risks such as changes in control, help clients ensure compliance with ERISA and constructive receipt rules, expanded coverage for employees, and emerging tax regulations, and influence the development of legislation, including recent proposals to restrict executive access to deferred compensation funds and the means by which a company may fund payment for future plan benefits. Our lawyers also advise tax-exempt clients on Section 457 limits and other federal tax rules that apply to exempt organizations.

SEC Compliance

We help clients ensure compliance with the full range of Securities and Exchange Commission rules that affect executive compensation, perquisite and personal benefits arrangements, including required disclosures and reports (such as Form 10-K and Form 8-K reports and registration, proxy and information statements), related-person transactions and corporate governance requirements. We work with clients to identify and establish disclosure teams, help educate team members, executives, directors and officers on disclosure requirements and timeframes, conduct inventories of perquisites and compensation, evaluate board independence, and review and modify committee charter amendments, policies for stock option and other equity grants, and related processes.

Split-Dollar Life Insurance

Public companies, privately held businesses and tax-exempt organizations that provide split-dollar life insurance to their executives must ensure compliance with a number of Internal Revenue Service rules and related federal and state legislation. Together with experienced lawyers from the Firm’s tax, insurance and estate-planning practices, our employee benefits lawyers provide sophisticated split-dollar planning to a number of publicly held and other clients. We help clients evaluate alternatives for premium payments and to personal loan prohibitions, offer diagnostic reviews of corporate split-dollar programs, including group-carve out arrangements, SERP-swaps and “equity” split-dollar life insurance arrangements, and help identify new opportunities as regulatory requirements and financial markets evolve.

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.

A defined, dynamic M&A strategy is critical to stay competitive in the global marketplace. Our M&A practice combines its market knowledge and deal execution skills to help clients achieve their transactional strategies. Our M&A practice is consistently recognized by major industry publications. We are listed as Band 1 – M&A Middle Market in The Legal 500 USA, including being named “Team of the Year for M&A Mid-Market” in 2014, as well as being ranked “Highly Regarded” by Chambers USA. We also routinely rank in Bloomberg, Thomson Reuters and Mergermarket league tables for deal volume.

Our business-minded lawyers have substantial experience in all forms of M&A. We advise on negotiated and unsolicited acquisitions in a wide variety of contexts, including competitive auctions, exclusive negotiations, tax-driven transactions and cross-border deals. We frequently act for serial buyers and sellers of companies, reflecting our long-standing client relationships. And from decades representing a diverse client base—publicly listed companies, multinational corporations, privately held and family-owned businesses, private equity, family offices, investment banks and institutional investors—we can quickly identify and anticipate different deal perspectives to ensure the proper M&A strategy is deployed.

Many of our clients’ deals have a cross-border dimension. With offices located in Asia, Europe and the United States, we have the ability to represent clients’ transactional needs globally regardless of jurisdiction. Moreover, we possess deep industry knowledge in key markets, including energy, telecommunications, media and technology, chemicals, aerospace and defense, mining and metals, life sciences, food and beverage, and health care.

What distinguishes our M&A capabilities is our comprehensive transactional offering—regulatory and antitrust, environmental, tax, labor and employment, intellectual property, financing, and, when necessary, litigation—with those services provided by highly recognized and ranked lawyers. In addition, we have a team that focuses on IT outsourcing, transition management and merger integration, which are increasingly important components of our clients’ transactions.

We recognize that cost management is one of our clients’ priorities, and we have accordingly developed client-focused tools designed to streamline the transaction process and reduce overall cost. Regardless of transaction size, our lawyers bring the same practical approach, creativity and commitment to excellence to each matter in which we are engaged.

Family-Owned and Closely Held Businesses

Executing an M&A transaction offers many challenges and is only further complicated when one party, particularly the seller, is a private company (whether a family-owned enterprise or closely held business). The team excels at advising closely held and family-owned businesses with their M&A needs. Selling a company is a life-changing event, and generating a large lump sum requires advanced planning and careful consideration to avoid tax issues. Our M&A team, working in tandem with our leading tax and private client practices, can deliver a holistic solution unlike any law firm. Our goal is to ensure the deal is executed and the proceeds maximized for investors and future generations.

Today’s organizations and individuals need legal advisors who can help them navigate government investigations; defend qui tam actions, criminal charges, and parallel proceedings; and interpret and address complex regulations. We have the necessary global experience, deep insider knowledge of government processes, and business acumen to help our clients favorably resolve investigations, minimize legal risk, protect reputations, and achieve business goals.

Fortune 500 companies, executives, and board members rely on our global team of more than 60 lawyers to defend them in high-stakes government investigations and lawsuits. Among our key differentiators, we are one of the few law firms with experience handling white-collar proceedings involving digital assets like cryptocurrencies and NFTs, earning us a Band 1 ranking in Crypto-Asset Disputes by Chambers USA. Working in conjunction with our leading healthcare regulatory team, our white-collar lawyers are also uniquely positioned to handle the most sophisticated healthcare matters and to drive government investigations, agency inquiries, and litigation to the best possible results for our clients.

Our white-collar team includes dozens of former senior government officials from the US Department of Justice (DOJ), the Securities and Exchange Commission (SEC), the Federal Trade Commission (FTC), the Department of Health and Human Services (HHS), and other leading US agencies that investigate and prosecute white-collar crime. While serving in these roles, our lawyers led high-profile enforcement matters across every major industry. We combine insider experience with deep knowledge of white-collar law to help clients develop effective compliance programs, craft strong positions against government allegations, and minimize reputational damage.

We provide innovative and holistic counseling designed to safeguard your trade secrets and help you implement a strategic restrictive covenant approach. To protect the proprietary information that gives you a competitive edge, our trade secrets team:

• Drafts and advises on existing employment agreements that include restrictive covenants related to noncompete, nondisclosure, and nonsolicitation
• Advises on the hiring of potential employees with noncompete, nondisclosure, and nonsolicitation restrictions
• Drafts privacy agreements to help prevent theft of your trade secrets and other confidential information
• Develops trade secrets policies and advises on security measures
• Develops and advises on existing protocols and implementing new protocols to avoid any potential trade secrets theft during the hiring, onboarding, and exit of high-level and C-suite executives and newly hired teams
• Negotiates with high-level and C-suite executives’ prior employers on existing agreements
• Conducts risk assessments, including in the context of M&A deals and other high-value transactions

When trade secrets are stolen, disputes arise related to restrictive covenants, or a government investigation ensues, our seasoned trial and appellate lawyers develop effective enforcement and defense strategies aimed at protecting your business and your reputation.

We have won hundreds of trade secrets cases before US state and federal courts, in arbitration, before the US International Trade Commission (ITC), and before several international tribunals. We have successfully prosecuted and defended trade secrets cases involving a wide range of legal claims, including:

• Breach of contract
• Breach of fiduciary duty
• Breach of noncompete and nonsolicitation agreements
• Data privacy
• Large-scale raiding
• Tortious interference
• Trade secret misappropriation
• Unfair competition

Moreover, our trade secrets litigators have significant knowledge of and experience defending against government prosecution under US trade secrets laws, including the Uniform Trade Secrets Act (UTSA), Computer Fraud and Abuse Act (CFAA), Economic Espionage Act (EEA), and Defend Trade Secrets Act (DTSA). Additionally, with the European Union introducing Directive 2016/943, and Japan, Russia, China, and other countries taking similar steps to protect trade secrets, our team is well versed in the evolving international regulatory landscape and can help you navigate potential challenges.

When a trade secrets dispute arises, our lawyers swiftly pursue appropriate action to protect your business interests, whether that involves emergency provisional relief, critical motion practice, or going to trial.