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Domaines Espécialisation

Corporate crises and insolvency

Lawyalty provides legal advice and assistance – including on an ongoing basis – to companies, corporate groups, corporate bodies, lenders, investors, court-appointed administrators, receivers and liquidators, in relation to the prevention, management and resolution of corporate crises and insolvency.

The firm covers both the early stages of a crisis and the use of the resolution mechanisms provided for under the Corporate Crisis and Insolvency Code (CCII), as well as assistance in insolvency proceedings, restructuring operations, asset disposals and related litigation.

Prevention and timely identification of crises

Lawyalty assists companies, directors and supervisory bodies in the preventive assessment of crisis indicators and in the establishment of organisational, administrative and accounting controls consistent with the obligations regarding the adequacy of corporate structures and the timely detection of a crisis. In particular, the firm provides assistance in the following areas:

  • the establishment and review of appropriate organisational, administrative and accounting structures, including those designed to prevent, promptly detect and overcome crises;

  • legal assessment of corporate, financial and asset-related transactions relevant to business continuity, including within corporate groups;

  • pre-crisis contractual arrangements, including agreements with lenders, suppliers, shareholders and other stakeholders;

  • assistance during the initiation and conduct of negotiated crisis resolution;

  • drafting and negotiation of agreements between the debtor, creditors and interested parties, including with a view to accessing crisis resolution mechanisms.

Crisis management and resolution mechanisms

Lawyalty assists companies and corporate groups in assessing possible preservation, restructuring or liquidation solutions, with particular attention to safeguarding business continuity, the sustainability of the plan and the proper management of relations with creditors, lenders, suppliers, employees and the bodies involved in the proceedings. This work includes, in particular:

  • analysis of the state of crisis or insolvency and identification of the most appropriate instrument for the company’s situation;

  • assistance in drawing up recovery plans, certified plans, debt restructuring agreements, moratorium agreements and other negotiated agreements with creditors;

  • assistance in accessing the crisis and insolvency resolution mechanisms provided for under the CCII;

  • legal advice and assistance regarding restructuring plans subject to court approval, composition with creditors on a going-concern basis or for liquidation purposes, and simplified compositions;

  • assistance with the application for, management and confirmation of protective and precautionary measures;

  • legal support in preparing the documentation required to access crisis and insolvency resolution mechanisms;

  • assistance in dealings with certifying bodies, financial advisers, corporate bodies, experts, judicial commissioners and the judicial authorities.

Extraordinary transactions and business continuity

Lawyalty assists companies, insolvency proceedings and investors in structuring extraordinary transactions aimed at preserving corporate value, ensuring business continuity and maximising creditor satisfaction. In particular, the firm provides assistance in relation to:

  • the lease, sale and transfer of a business or business units;

  • corporate, capital and financial transactions designed to facilitate recovery;

  • capital measures, intra-group reorganisations and asset disposals;

  • the transfer of business units within the context of insolvency proceedings or crisis management measures;

  • assessing the legal implications of extraordinary transactions on pending relationships, business contracts, employment relationships and creditor claims.

Insolvency and bankruptcy proceedings

Lawyalty provides legal assistance, both in and out of court, in the context of insolvency and bankruptcy proceedings, acting on behalf of the bodies overseeing the proceedings as well as on behalf of companies, creditors, contractual counterparties and investors. Our services include:

  • advice and assistance in judicial liquidation, composition with creditors, supervised liquidation and other insolvency proceedings;

  • assistance to the bodies involved in the proceedings in managing pending legal relationships, in the reconstruction of assets and liabilities, and in liquidation activities;

  • assistance regarding claims for inclusion in the insolvency estate, objections, appeals and revocations;

  • assistance with recovery, avoidance, compensation and liability actions brought in the interests of the estate;

  • legal defence in disputes brought or faced within the context of insolvency proceedings;

  • advice and assistance in cross-border insolvency proceedings and in dealings with foreign creditors, debtors or investors.

Liability of corporate bodies and corporate governance during a crisis

Lawyalty assists directors, statutory auditors, auditors, shareholders, companies and insolvency proceedings in matters relating to the intersection between company law and corporate crisis law. Our work includes:

  • assessment of directors’ duties during the early stages of a crisis;

  • assistance to corporate bodies in taking the necessary steps to prevent or limit liability;

  • advice on appropriate corporate structures, business continuity, loss of share capital and obligations to respond to the crisis;

  • assistance in liability proceedings against directors, statutory auditors, external auditors and parties who have been involved in the management of the crisis or insolvency;

  • assessment of intra-group relationships, management and coordination, and liabilities associated with crisis management within corporate groups.

Investments, distressed assets and the acquisition of companies in crisis

Lawyalty assists Italian and foreign industrial, financial and institutional investors interested in acquiring companies, business units, shareholdings or individual assets in the context of crisis situations, regulatory measures or insolvency proceedings. Our work includes:

  • assistance with the legal assessment of distressed acquisition transactions;

  • participation in competitive procedures for the sale of companies, business units, assets and shareholdings;

  • assistance in the formulation of competing bids, competing proposals and investment transactions within the context of composition with creditors or other proceedings;

  • legal due diligence on assets, contracts, pending matters, debts, litigation and insolvency risk profiles;

  • assistance with the negotiation and formalisation of transfer deeds, including in coordination with the bodies overseeing the proceedings, advisers and the courts.