Legal

Corporate / Commercial Law
Transaction Support
Labour Law
Administrative Law
EU Law and Anti-Trust Regulations
IP and Other Rights
Corporate Criminal Law
Corporate Crisis
Corporate / Commercial Law

International commerce, contracts, and arbitrations have been playing an increasingly significant role in today’s economic scenario.

Our "International Commerce, Contracts, and Arbitration" team provides the following services:

Advice on contract law:  assistance in anticipating legal and juridical results or consequences, as well as the validity and effectiveness connected to the various commercial and business initiatives:

  • drawing up of ad hoc opinions with regard to specific legal subject-matters;
  • drafting of opinions on compatibility.

Assistance in negotiating commercial agreements: preliminary study and analysis of the various contractual options and conditions to optimize the costs/benefits ratio and to identify – in advance – any critical aspects that might derive from any given commercial transaction:

  • preparation of all required documentation on the basis of rules currently in force;
  • drawing up of all preliminary and pre-contractual documentation for the purpose of concluding final agreements (term sheets, letters of intents, comfort letters, etc.).

Due diligence:  analysis and investigation activities to assess the company’s value and conditions with the aim to make focused investments such to avoid potential harmful effects by identifying any possible risk areas and/or any latent critical aspects:

  • carrying out of due diligence and drafting of reports on the various legal/juridical aspects connected to the operation;
  • preparation of the final report on specific operations.

Assistance in the drafting of commercial agreements: the purpose of these activities is to analyze and identify the client’s effective needs by producing bespoke contractual wording calibrated to the relevant business (model agreement) or to the single transactions:

  • drafting of ad hoc agreements;
  • drafting of model agreements and general contractual conditions on the basis of the client’s specific business needs.

Assistance in and management of conflicts connected to agreement performance: these activities are linked to the handling of litigation matters with particular focus on ADR (i.e., alternative dispute resolution) methods for controversies that do not involve traditional jurisdictional bodies and that ensure a prompter and more reserved resolution of any conflicts that might have arisen:

  • management of the conciliatory phase aimed at reducing any consequences that might have ensued from non-compliance such to avoid litigation;
  • drafting of defense deeds connected to the agreement.
Our clients rely on our assistance, not solely with a view to our legal expertise and competencies on specific issues, but – above all – because they count on us as their “trusted advisors,” always ready to provide a fully integrated range of services to support their activities and to achieve their corporate and commercial goals.
Assistance in Contract Drafting

Advice on contract law:  assistance in anticipating legal and juridical results or consequences, as well as the validity and effectiveness connected to the various commercial and business initiatives:

  • drawing up of ad hoc opinions with regard to specific legal subject-matters;
  • drafting of opinions on compatibility.

Assistance in the drafting of commercial agreements: the purpose of these activities is to analyze and identify the client’s effective needs by producing bespoke contractual wording calibrated to the relevant business (model agreement) or to the single transactions:

  • drafting of ad hoc agreements;
  • drafting of model agreements and general contractual conditions on the basis of the client’s specific business needs.

Assistance in Negotiation

Assistance in negotiating commercial agreements: preliminary study and analysis of the various contractual options and conditions to optimize the costs/benefits ratio and to identify – in advance – any critical aspects that might derive from any given commercial transaction:

  • preparation of all required documentation on the basis of rules currently in force;
  • drawing up of all preliminary and pre-contractual documentation for the purpose of concluding final agreements (term sheets, letters of intents, comfort letters, etc.).
Non-Judicial Settlements and Court Advocacy

Assistance in and management of conflicts connected to agreement performance:  these activities are linked to the handling of litigation matters with particular focus on ADR (i.e., alternative dispute resolution) methods for controversies that do not involve traditional jurisdictional bodies and that ensure a prompter and more reserved resolution of any conflicts that might have arisen:

  • management of the conciliatory phase aimed at reducing any consequences that might have ensued from non-compliance such to avoid litigation;
  • drafting of defense deeds connected to the agreement.
Transaction Support
Transfer & Ancillary Agreements

Crowe Valente’s legal team are well experience in dealing with the closing structure and post-obligations in Mergers and acquisitions transactions may impact the provisions of the operative transaction agreement.

Depending on your needs, we can support throughout the entire process or some parts of it, including:

  • Escrow agreements;
  • Transfer documents;
  • Post-closing services agreements;
  • Agreements for post-closing commercial arrangements;
  • Agreements restricting the seller's activities after closing, etc.
Business Partnership Agreements

Crowe Valente helps you put a solid partnership agreement in place for your business, helping you minimizing potential focus of future dispute.

Our Partnership Agreements Legal Specialists will:

  • Take into consideration the specific needs of your business,
  • Advise you on how to properly manage the risk of your partnership,
  • Explaining your legal obligations as a partner, and
  • Drafting the terms of your Partnership Agreement.
Legal Due Diligence

Due diligence:  analysis and investigation activities to assess the company’s value and conditions with the aim to make focused investments such to avoid potential harmful effects by identifying any possible risk areas and/or any latent critical aspects:

  • carrying out of due diligence and drafting of reports on the various legal/juridical aspects connected to the operation;
  • preparation of the final report on specific operations.
Corporate Alignment

Transaction strategy shall be aligned with the Corporate Strategy.

Depending on your needs, we can support throughout the entire process or some parts of it, including:

  • Analyse the value drivers
  • Aligning strategy and target operating model for the future organization
  • Assess impact to organizations
  • Develop change and communication plans
  • Conduct change readiness assessment
Non-Judicial Settlements and Court Advocacy

Assistance in and management of conflicts connected to agreement performance:  these activities are linked to the handling of litigation matters with particular focus on ADR (i.e., alternative dispute resolution) methods for controversies that do not involve traditional jurisdictional bodies and that ensure a prompter and more reserved resolution of any conflicts that might have arisen.

Depending on your needs, we can support throughout the entire process or some parts of it, including:

  • Management of the conciliatory phase aimed at reducing any consequences that might have ensued from non-compliance such to avoid litigation;
  • Drafting of defense deeds connected to the agreement.
Labour Law

Labor law plays a pivotal role in the context of corporate dynamics. Being aware of the importance represented by a company’s human capital – while succeeding in managing the rather delicate balance of the multiple and intricate relationships established at the various hierarchical corporate levels – is crucial.
Our "Industrial Relations and Labor Law" team is in charge of:

Legal opinions: this activity is aimed at emphasizing any results and/or consequences in view of labor laws in force, as well as the validity and effectiveness of any commercial or business initiatives:

  • drafting of ad hoc opinions on specific law topics that are applicable to employment relationships;
  • assessment of the issues involved in the management of employment relationships for personnel secondment;
  • compatibility studies based on a comparison of Italian labor laws and foreign institutions.

Assistance with regard to employment agreements ex labor laws:  in-depth study and analysis of current employment agreements, also by means of due diligence sector activities, having the purpose of highlight ing any risks that might derive from management of employment relationships:

  • analysis, drawing up, and/or revision of labor law forms;
  • drafting and revision of contractual models as well as of contractual clauses for all types of working relations (independent, insourcing, and dependent);
  • drafting and revision of clauses as well as of contractual models in relation to the management of employment relations of personnel to be seconded;
  • drafting and revision of any contractual forms required for the handling in Italy of all immigration formalities involving highly specialized executives as well as for all other cases set forth under Article 27 of the Italian Immigration Code.

Assistance in the management of arising conflicts in employment relations: our activities cover judicial and extrajudicial litigation cases as well as arbitration, where possible, in the labor law sector as follows:

  • management of the conciliatory/arbitration phase;
  • drafting of defense Deeds;
  • management of the various phases of litigation proceedings before the Courts.
Assistance in the assessment of classification of enterprises for Italian insurance (INAIL) and Social Security (INPS) purposes: the said services include analysis and drafting of administrative and legal appeals that might result from the supervisory activity carried out by the Italian Social Security Entities for omitted/erroneous payment of Social Security contributions and/or insurance premiums. Review and analysis of issues regarding evaluations, before the Courts, of social security and insurance obligations that are imputable to employer.
Our client assistance is constant, not only with regard to impact analyses of the various rules and regulations in force, but also (and especially) with regard to the management of relations as well as in the preparation of internal policies and in dealing with any other potential critical issue that might arise.
Legal Opinions
Our "Industrial Relations and Labor Law" team is in charge of:

Legal opinions: this activity is aimed at emphasizing any results and/or consequences in view of labor laws in force, as well as the validity and effectiveness of any commercial or business initiatives:

  • drafting of ad hoc opinions on specific law topics that are applicable to employment relationships;
  • assessment of the issues involved in the management of employment relationships for personnel secondment;
  • compatibility studies based on a comparison of Italian labor laws and foreign institutions.
Assistance on Labour Contracts
Assistance with regard to employment agreements ex labor laws: in-depth study and analysis of current employment agreements, also by means of due diligence sector activities, having the purpose of highlighting any risks that might derive from management of employment relationships:
  • analysis, drawing up, and/or revision of labor law forms;
  • drafting and revision of contractual models as well as of contractual clauses for all types of working relations (independent, insourcing, and dependent);
  • drafting and revision of clauses as well as of contractual models in relation to the management of employment relations of personnel to be seconded;
  • drafting and revision of any contractual forms required for the handling in Italy of all immigration formalities involving highly specialized executives as well as for all other cases set forth under Article 27 of the Italian Immigration Code.
Assistance in the Assessment of Classification of Enterprises for Italian Insurance (INAIL) and Social Security (INPS) Purposes
The said services include analysis and drafting of administrative and legal appeals that might result from the supervisory activity carried out by the Italian Social Security Entities for omitted/erroneous payment of Social Security contributions and/or insurance premiums.
Review and analysis of issues regarding evaluations, before the Courts, of social security and insurance obligations that are imputable to employer. 
Assistance in the Management of Arising Conflicts in Employment Relations

Our activities cover judicial and extrajudicial litigation cases as well as arbitration, where possible, in the labor law sector as follows:

  • Management of the conciliatory/arbitration phase;
  • Drafting of defense Deeds;
  • Management of the various phases of litigation proceedings before the Courts.
Administrative Law

In the area of Administrative Law, our teams can provide you with legal advice on:

  • constant assistance in all facets of Administrative Law
  • assistance regarding tenders, administrative licenses, relationship with public authorities and bodies
  • assistance for a pre-determined project or a particular transaction
  • legal opinions
Assistance regarding tenders, administrative licenses, relationship with public authorities and bodies.
EU Law and Anti-Trust Regulations

Legal developments occurring within the EU and the international community play a pivotal role in the restructuring strategies of multinational enterprises, and Crowe Valente and its affiliated companies have been paving the way for guidelines, positions, and principles impacting strategic and entrepreneurial group policies. Crowe Valente’s international tax team is made up of specialised professionals that actively cooperate with tax experts in worldwide jurisdictions. This team also provides assistance to governmental authorities in negotiations of bilateral and multilateral agreements between/among States and between/among States and supranational institutions. 

Our team renders consultancy services and professional assistance on EU and international tax issues involving multinational enterprises and corporate groups on the following aspects:

  • restrictions, advantages, application scope of Double Tax Treaties;
  • implications linked to the existence and the application of bilateral or multilateral treaties regarding information exchange matters;
  • application of EU provisions regulating cross-border income flows;
  • analysis and further investigation of tax variables impacting strategic and business choices of multinational groups;
  • assistance and support in foreign expansion procedures (incorporation of subsidiaries and holding companies, opening of new representative offices, etc.);
  • consultancy and assistance on tax issues regarding foreign permanent establishments of Italian companies as well as Italian permanent establishments of foreign companies;
  • analysis and exploration of tax issues and relevant implications relating to extraordinary cross-border operations within an EU and an extra-EU framework (i.e., mergers, de-mergers, corporate contributions, participations exchange, etc.);
  • analysis and in-depth investigation of the various issues pertaining to corporate residence, in the light of domestic and treaty provisions as well as any applicable EU principles;
  • analysis and in-depth examination of EU and non-EU VAT aspects.
We carry out substantial and ongoing policy-making activities in all EU and international tax areas, through the active participation of working groups established with EU institutions, the OECD, and other important organizations and associations operating on a supranational level.
IP and Other Rights

Our team "Industrial Property and Intellectual Property Management" supports our clients with:

Advice on industrial property matters: activities designed to highlight the legal aspects related to the recognition of intellectual or industrial property rights and to identify the most appropriate defense strategies in cases involving these issues:

  • drawing up of ad hoc opinions with regard to specific industrial and intellectual law matters;
  • development of appropriate plans for the protection of intellectual property.

Patenting: investigation and analysis activities to identify existing patents or trademarks similar to those for which registration is sought:

  • completion of investigative activities aimed at registering an invention and/or trademark;
  • preparation and filing of the application for registration at the national and international level.

Valorization of inventions: accounting and valuation of intellectual property and trademarks for their inclusion in the corporate stock:

  • drawing up of estimates concerning the value of intangibles;
  • preparation of accounting aimed at setting the value of intangibles for tax purposes.

Assistance with contracts concerning the management of intangibles. Activities aimed at monetizing intellectual works and distinctive trademarks, based on the drafting of contracts for their sale or licensing:

  • drafting of franchising and licensing agreements;
  • development of corporate strategies resulting from the transfer of intangibles and the management of intangibles-related income.

Assistance with sector-specific issues: activities aiming to ensure continuative assistance in matters specific to sectors such as design and protected food products:

  • drafting of opinions and ad hoc documents relating to design creations;
  • preparation of the documentation necessary to obtain appropriate protection for agricultural and food products.

Assistance and management of conflicts related to the protection of intellectual property: activities aimed at managing litigations, also with respect to the determination of the value of intangible assets:

  • management of the conciliatory phase aimed at avoiding litigation;
  • drafting of acts of defense;
  • arbitrage.
The modern economy increasingly relies on a new category of assets: the intangibles. Being able to protect oneself from competitive actions designed to imitate one's products and to maximize the value of a company's intangibles are key to the success of a business.
Advice on IP Matters

Advice on IP and industrial property matters: activities designed to highlight the legal aspects related to the recognition of intellectual or industrial property rights and to identify the most appropriate defense strategies.

Depending on your needs, we can support throughout the entire process or some parts of it, including:

  • IP Strategy, Management and funding
  • transfer pricing analyses related tointangibles
  • advise on IP and related tax strategy
  • drawing up of ad hoc opinions with regard to specific industrial and intellectual law matters;
  • development of appropriate plans for the protection of intellectual property
  • Protection of national, European and international brands and actions against piracy
  • Negotiation of royalties with management entities
  • Valuation & management of intangible assets
Agreements on IP and Know-How Transfer

Crowe Valente team also handles the drafting or check-up of all suitable legal agreements including licensing agreements. Our team is multidisciplinary.

We have also economists to value transactions regarding Intellectual Property or engineers to better understand the technology and innovative processes which may justify specific protection.

Assistance for Patenting

Patenting: investigation and analysis activities to identify existing patents or trademarks similar to those for which registration is sought:

  • completion of investigative activities aimed at registering an invention and/or trademark;
  • preparation and filing of the application for registration at the national and international level.

Valorization of inventions: accounting and valuation of intellectual property and trademarks for their inclusion in the corporate stock:

  • drawing up of estimates concerning the value of intangibles;
  • preparation of accounting aimed at setting the value of intangibles for tax purposes.

Assistance with contracts concerning the management of intangibles. Activities aimed at monetizing intellectual works and distinctive trademarks, based on the drafting of contracts for their sale or licensing:

  • drafting of franchising and licensing agreements;
  • development of corporate strategies resulting from the transfer of intangibles and the management of intangibles-related income.

Assistance with sector-specific issues: activities aiming to ensure continuative assistance in matters specific to sectors such as design and protected food products:

  • drafting of opinions and ad hoc documents relating to design creations;
  • preparation of the documentation necessary to obtain appropriate protection for agricultural and food products.
Non Judicial Settlements and Court Advocacy

Crowe Valente team will provide you with the necessary assistance and management of conflicts related to the protection of intellectual property: activities aimed at managing litigations, also with respect to the determination of the value of intangible assets:

  • Management of the conciliatory phase aimed at avoiding litigation;
  • Representation in all types of intellectual property law suits;
  • Drafting of acts of defense;
  • Arbitrage.
Corporate Criminal Law

Our “Criminal Tax” team, headed by Professor and Criminal Tax Attorney, Ivo Caraccioli, provides consultancy services and assistance on criminal tax issues involving the management of multinational enterprises. Our team renders consultancy services and supports the client in appearances before all Court levels and before the General Attorney’s Office of the Republic, including but not limited to the following issues:

  • violations ex Legislative Decree No. 74/2000;
  • tax violations not specifically regulated ex Legislative Decree No. 74/2000;
  • transfer pricing violations;
  • offences relating to incomes produced by “hidden” permanent establishments;
  • crimes linked to incomes produced by companies with a so-called “fictitious residence”;
  • all criminal tax evasion and tax fraud cases.

Crowe Valente “Criminal Tax" team provides consultancy, assistance, and representation services, supporting the client since the initial phases of a tax audit, at which time evaluations regarding the existence of any avoidance/evasion phenomena are particularly crucial and, especially with regard to transfer pricing, are subject to a high level of discretionary judgment.

The team is comprised of specialized professionals with proven expertise and high-level competencies, which are fundamental characteristics when assisting and representing taxpayers before Criminal Tax Courts.
Preliminary Assistance
Crowe Valente “Criminal Tax" team provides consultancy, assistance, and representation services, supporting the client since the initial phases of a tax audit, at which time evaluations regarding the existence of any avoidance/evasion phenomena are particularly crucial and, especially with regard to transfer pricing, are subject to a high level of discretionary judgment.

Consultancy, assistance, and representation activities are mostly rendered vis-à-vis parties that play a pivotal role within the organizational framework of enterprises and multinational groups (i.e., managing directors, financial directors, tax directors, etc.).

Court Advocacy
Our team renders consultancy services and supports the client in appearances before all Court levels and before the General Attorney’s Office of the Republic, including but not limited to the following issues:
  • Violations ex Legislative Decree No. 74/2000;
  • Tax violations not specifically regulated ex Legislative Decree No. 74/2000;
  • Transfer pricing violations;
  • Offences relating to incomes produced by “hidden” permanent establishments;
  • Crimes linked to incomes produced by companies with a so-called “fictitious residence”;
  • All criminal tax evasion and tax fraud cases.
Corporate Crisis