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Salodini Avvocati, home
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An abstract artwork in blue and pink tones on display at the Firm’s offices

Legal and Strategic Advice for Businesses and Companies

We have extensive experience in corporate governance, restructuring, corporate distress, banking and financial law, industrial and intellectual property law, co-operative societies, and domestic and international contracts.

We advise and represent businesses, companies, shareholders, managers and other stakeholders in commercial and corporate disputes, in out-of-court negotiations, litigation and arbitration.

We assist businesses and companies with ESG reporting and due diligence obligations and the prevention of greenwashing risks.

We have established a dedicated desk to advise start-ups and fintech businesses.

Expertise

  • Corporate Law and Corporate Governance

    • Corporate transactions
    • Acquisitions and disposals
    • Articles of association and shareholders’ agreements
    • Business succession
    • Protection of minority shareholders
    • Governance frameworks
    • Advice to boards, committees and boards of statutory auditors
    • Related-party transactions
    • Publicly owned companies
    • Due diligence
    • Corporate litigation

    We advise businesses, shareholders, directors and members of supervisory bodies throughout the corporate lifecycle: from incorporation and drafting articles of association and shareholders’ agreements to corporate transactions (acquisitions and disposals of shareholdings and businesses, mergers, demergers, contributions and capital increases), business succession and the reorganisation of ownership structures, with particular attention to protecting shareholders’ interests.

    We support companies in designing their governance frameworks and provide ongoing advice to their corporate bodies. Drawing also on our first-hand experience as members of management and supervisory bodies, we assist directors, members of boards of statutory auditors and auditors in performing their duties, managing conflicts of interest and related-party transactions, and generally preventing and managing risks and potential liabilities.

  • Corporate Litigation and Arbitration

    • Liability claims
    • Challenges to corporate resolutions
    • Shareholder disputes
    • Applications under Article 2409 of the Italian Civil Code
    • Contractual disputes
    • Banking and financial disputes
    • Insolvency-related disputes
    • Interim and protective relief
    • Proceedings before the Italian Court of Cassation
    • Mediation and lawyer-assisted negotiation
    • Arbitration clauses
    • Institutional and ad hoc arbitration
    • Challenges to arbitral awards

    We represent businesses, companies, directors and members of supervisory bodies in commercial and corporate disputes, at all levels of the court system and in arbitration. In particular, we handle liability claims, challenges to shareholders’ and board resolutions, shareholder disputes and proceedings for the appointment of court-appointed administrators. We also act in contractual, banking and financial disputes and in matters arising from corporate distress, including applications for interim relief and mediation and lawyer-assisted negotiation proceedings.

    In arbitration matters, we draft arbitration clauses and handle proceedings at every stage, from the appointment of the arbitral tribunal and applications for interim relief to challenges to arbitral awards. Our partners’ experience acting as arbitrators also allows us to assess disputes from the perspective of those called upon to decide them.

  • Corporate Distress and Insolvency

    • Early detection and prevention of financial distress
    • Adequate organisational arrangements
    • Negotiated crisis resolution
    • Independently attested recovery plans and debt restructuring agreements
    • Composition with creditors (concordato preventivo)
    • New financing
    • Advice to creditors and banks
    • Judicial liquidation
    • Liability and clawback actions
    • Appointments in insolvency proceedings

    We advise businesses, directors, shareholders and supervisory bodies at every stage of corporate distress: from prevention and managing early warning signs to selecting and implementing the most appropriate legal mechanism. We assist corporate bodies in establishing organisational, administrative and accounting arrangements capable of detecting emerging financial distress promptly, and in assessing the associated risks and liabilities.

    We handle negotiated crisis resolution procedures, independently attested recovery plans, debt restructuring agreements, restructuring plans and compositions with creditors (concordato preventivo), including negotiations with banks, creditors and other stakeholders, new financing arrangements and corporate transactions designed to support business continuity. We also advise creditors, banks and investors in their dealings with distressed businesses and in insolvency proceedings, including related disputes, liability claims and clawback actions.

    The Firm’s partners serve as experts in negotiated crisis resolution procedures, judicial liquidators in going-concern compositions with creditors and court-appointed insolvency practitioners in judicial liquidation proceedings. They have also been appointed as legal advisers in insolvency proceedings. This experience provides insight into corporate distress from the perspective of those appointed to administer the proceedings.

  • Banking and Financial Law

    • Banking and financing agreements
    • Security and guarantees
    • Investment services and products
    • Banking transparency
    • Bank governance
    • Related parties and connected persons
    • Relations with supervisory authorities
    • Sanctions proceedings
    • Debt restructuring
    • Banking and financial litigation

    We advise banks, financial intermediaries and businesses on negotiating financing agreements and security arrangements, and on structuring the legal aspects of banking and financial transactions, including debt restructurings and corporate transactions.

    Drawing on our partners’ experience on the boards of banks and investment companies, we advise corporate bodies on governance, internal control systems, related-party transactions and transactions involving connected persons, and relations with supervisory authorities. We also represent clients in proceedings before the Bank of Italy and CONSOB and in banking and financial disputes, both in court and out of court.

  • Industrial and Intellectual Property Law

    • Trade marks
    • Patents
    • Designs and models
    • Copyright and software
    • Trade secrets
    • Licences and R&D agreements
    • Intellectual property in corporate transactions
    • Opposition proceedings
    • Litigation and interim relief

    We assist businesses in protecting and exploiting their intangible assets: trade marks, patents, designs and models, copyright, software and trade secrets. We draft and negotiate related agreements (licensing, assignments, research and development, joint development and confidentiality agreements) and advise on intellectual property aspects of corporate transactions and due diligence reviews.

    We protect intellectual property rights through out-of-court action, opposition proceedings before the competent offices and litigation before the specialist business divisions of the Italian courts, including applications for interim relief, working with industrial property advisers where necessary.

  • Co-operative Societies

    • Articles of association and internal regulations
    • Co-operative governance and general meetings
    • Membership relations
    • Patronage refunds and member loans
    • Consortia
    • Corporate transactions
    • Supervision, audits and inspections
    • Corporate distress and compulsory administrative liquidation
    • Worker-members

    We advise co-operative societies, consortia and organisations within the co-operative sector, particularly on drafting articles of association and internal regulations, managing membership relations (admission, withdrawal and exclusion, patronage refunds and member loans) and corporate transactions, with due regard for the specific requirements of co-operative and mutual-benefit legislation.

    Our partners’ experience on the management and supervisory bodies of major co-operatives and consortia, including at national level, gives us first-hand knowledge of their governance, general meetings and mutual-benefit arrangements. We support co-operatives in their dealings with supervisory authorities and during audits and inspections, and advise them in times of financial distress, drawing also on experience gained as liquidators in compulsory administrative liquidation proceedings.

  • Start-ups and Fintech

    • Innovative start-ups
    • Business development
    • Fintech
    • Regulatory advice
    • Regulatory supervision
    • Technological innovation

    We support innovative start-ups at the various stages of business development and advise fintech operators on legal and regulatory matters.

  • ESG and Sustainability

    • Sustainability governance
    • Sustainability reporting
    • Sustainability due diligence
    • ESG clauses
    • Italian benefit companies (società benefit)
    • Greenwashing prevention

    We support businesses and corporate bodies in integrating environmental, social and governance factors into their strategies and decision-making processes: from establishing sustainability governance arrangements and related information flows to complying with sustainability reporting and due diligence obligations, drafting ESG clauses for supply agreements and preventing greenwashing risks.

CONTACT US

Services

  • Litigation and Dispute Strategy

    Advice and representation in civil, commercial, corporate, banking and insolvency-related disputes at every level of the court system, including proceedings before the Court of Cassation, and in interim proceedings. This covers the assessment of a client's position and development of litigation strategy through to negotiated settlements and the enforcement of court decisions.

  • Corporate and Organisational Compliance

    Support in designing procedures, delegations of authority, internal regulations and safeguards consistent with applicable obligations and an organisation’s governance framework: rules for corporate bodies and committees, related-party transaction procedures, codes of ethics, whistleblowing systems and organisational and management models under Italian Legislative Decree No. 231/2001.

  • Advice to Corporate Bodies

    Support for directors, board committees and boards of statutory auditors in assessing transactions submitted for their consideration, managing conflicts of interest and related-party transactions, regulating information flows, conducting self-assessments and preventing potential liabilities, including through independent legal opinions.

  • Corporate Transactions and M&A

    Advice on acquisitions and disposals of shareholdings and businesses, mergers, demergers, contributions and capital transactions: from structuring and due diligence to negotiating investment agreements, sale and purchase agreements and shareholders’ agreements, through to closing and post-completion matters.

  • Domestic and International Contracts

    Drafting, reviewing and negotiating commercial, corporate, banking and financial contracts, as well as intellectual property and technology agreements, including in English and, where necessary, in co-operation with overseas professionals.

  • Arbitration and ADR

    Representation in institutional and ad hoc arbitration proceedings involving corporate and commercial disputes; advice on drafting and reviewing arbitration clauses in articles of association and contracts; and assistance in mediation and lawyer-assisted negotiation proceedings. Our experience also includes acting as arbitrators.

  • Due Diligence

    Legal due diligence on companies and businesses, contractual relationships, litigation, governance arrangements, financing and security, intellectual property rights and other relevant matters in the context of corporate transactions, investments and decision-making processes. We work with our employment law practice on employment-related matters. For reviews involving large volumes of documents, we use artificial intelligence tools under the continuous supervision of the Firm’s lawyers.

  • Company and Start-up Formation

    Advice on selecting a corporate structure, drafting articles of association, shareholders’ agreements and agreements between members, and allocating and organising powers and responsibilities. Assistance to innovative start-ups and fintech operators during establishment, in agreements with investors and on regulatory matters.

  • Restructuring and Crisis Management

    Advice on restructuring financial, corporate and contractual arrangements; preparing and negotiating plans and agreements with banks, creditors and other stakeholders; negotiated crisis resolution and statutory crisis-resolution mechanisms; and representation of creditors and investors in insolvency proceedings.

  • Training

    Training and professional development programmes for corporate bodies, business functions and banking and financial professionals on governance, related-party transactions, security and guarantees, transparency and corporate distress, drawing on the partners’ teaching and academic experience.

FREQUENTLY ASKED QUESTIONS

  • What matters are covered by your corporate law and corporate governance practice?

    The Firm advises businesses, shareholders and corporate bodies throughout the corporate lifecycle: incorporation, articles of association and shareholders’ agreements, corporate transactions, business succession and ownership restructuring, the design of governance frameworks and ongoing support for boards of directors, committees and boards of statutory auditors, including in relation to related-party transactions.

  • What types of commercial and corporate disputes does the Firm handle?

    The Firm represents businesses, shareholders, directors and statutory auditors in liability claims, challenges to corporate resolutions, shareholder disputes, proceedings under Article 2409 of the Italian Civil Code, contractual, banking and financial disputes, and disputes arising from corporate distress. We provide representation at every level of court proceedings, including before the Italian Court of Cassation, as well as in applications for interim relief, arbitration, mediation and lawyer-assisted negotiation proceedings.

  • How does the Firm assist businesses facing financial distress?

    Where possible, our advice begins before a crisis develops, by helping corporate bodies establish appropriate organisational arrangements to identify early signs of financial difficulty. Once a crisis has arisen, the Firm assists in selecting and implementing the most suitable procedure or measure, including negotiated crisis resolution, independently attested recovery plans, debt restructuring agreements and compositions with creditors (concordato preventivo). We manage negotiations with banks and creditors and any related corporate transactions. The Firm also advises creditors, banks and investors in their dealings with distressed businesses and in insolvency proceedings.

  • What services does the Firm provide in banking and financial law?

    The Firm advises banks, financial intermediaries and businesses on negotiating financing agreements and security arrangements and structuring banking and financial transactions, including debt restructurings. We also advise the corporate bodies of financial intermediaries on governance, internal control systems and the rules governing related-party transactions and dealings with connected persons. In addition, we represent clients in proceedings before the Bank of Italy and CONSOB and in banking and financial disputes.

  • What assistance does the Firm provide with domestic and international commercial contracts?

    The Firm handles the drafting, review, negotiation and performance of commercial, corporate and financial agreements, as well as contracts relating to intellectual property and technology, with particular attention to preventing disputes. Our work also covers international contractual relationships and documentation in English.

  • What specific needs of co-operative societies can the Firm address?

    Our advice includes articles of association and internal regulations; membership relations, including admission, withdrawal, exclusion, patronage refunds and member loans; the operation of corporate bodies and general meetings; corporate transactions; supervisory reviews and inspections; and situations of financial distress, informed also by experience acting as liquidators in compulsory administrative liquidation proceedings. Matters concerning worker-members are handled in coordination with the employment law practice.

  • Can the Firm advise directors, statutory auditors and board committees?

    Yes. Drawing also on the partners’ first-hand experience on boards of directors, board committees and boards of statutory auditors of banks and companies, the Firm supports members of corporate bodies in discharging their duties, assessing transactions submitted for their consideration and managing conflicts of interest and related-party transactions. We also represent them in liability proceedings.

  • When is it appropriate to include an arbitration clause in a company's articles of association or a contract?

    An arbitration clause allows disputes to be referred to a sole arbitrator or an arbitral tribunal, generally offering shorter timescales, greater confidentiality and the opportunity to select decision-makers with relevant expertise. Arbitration clauses in companies’ articles of association are subject to special rules, now set out in Articles 838-bis et seq. of the Italian Code of Civil Procedure, and must therefore be drafted with care. The Firm advises on drafting such clauses, assessing whether they are appropriate and conducting arbitration proceedings.

  • Does the Firm advise businesses on ESG matters?

    Yes. The Firm supports businesses and corporate bodies in integrating ESG factors into governance, complying with sustainability reporting and due diligence obligations, addressing ESG provisions in supplier contracts and preventing risks arising from inaccurate environmental claims. Given the rapid evolution of EU legislation, our advice also covers monitoring implementation deadlines and legislative simplifications.

  • What are adequate organisational arrangements, and why do they matter to directors?

    Under Article 2086(2) of the Italian Civil Code, businesses operating in corporate or collective form must establish organisational, administrative and accounting arrangements appropriate to the nature and size of the business, including to ensure the early detection of financial distress. Directors are responsible for establishing and maintaining these arrangements, while the board of statutory auditors is responsible for overseeing their adequacy. Both may incur liability in this respect. The Firm assists corporate bodies in developing appropriate safeguards and assessing the associated liability risks.

  • Can the Firm advise on an acquisition or disposal of shareholdings?

    Yes. The Firm advises at every stage of the transaction: structuring, due diligence, negotiation of investment agreements, sale and purchase agreements and shareholders’ agreements, completion and post-completion matters. We coordinate corporate law issues with banking, employment and intellectual property matters.

  • Does the Firm also advise on criminal law aspects of business activities?

    The Firm does not practise criminal law directly, but has an established working relationship with Guerini Penalisti d’Impresa, an independent firm specialising in business-related criminal law. This collaboration enables coordinated assistance, for example when preparing the organisational and management models provided for by Italian Legislative Decree No. 231/2001 or dealing with matters that also involve potential criminal liability, subject to confidentiality obligations and the client’s consent.

  • How are conflicts of interest and confidentiality managed?

    Before accepting an engagement, the Firm follows an internal procedure to check for conflicts of interest, taking into account the positions held by its partners on the management and supervisory bodies of companies and other organisations. Professional secrecy and confidentiality are protected through dedicated organisational and technical measures. These commitments are governed by the Firm’s Code of Ethics, available on this website.

  • Does the Firm use artificial intelligence systems?

    Yes. The Firm uses advanced artificial intelligence tools, selected in part for the security and confidentiality standards they provide, to make tasks such as legal research, document analysis and the review of large volumes of legal documents faster and more accurate. We use these tools responsibly: artificial intelligence supports, but does not replace, professional judgement. Our lawyers always verify the results and remain accountable for them. No confidential information is entered into systems not authorised by the Firm and, in accordance with Italian Law No. 132 of 23 September 2025, clients are clearly informed about the systems used.