Business Law
Legal counsel from a lawyer addresses two needs of a company: mitigating the legal risks of the current scenario; preventing future liability factors.
Generally, what prompts a company to equip itself with this tool is only a sudden and pressing scenario, linked to the desire to avoid incurring unforeseen costs, which depend on contracts not aligned with new regulations or jurisprudential changes.
However, since every company should keep an eye on current and potential risks from the outset, the entrepreneurial choice should be to equip itself with legal counsel on a constant periodic basis through the lawyer’s so-called due diligence.
Therefore, corporate legal counsel has a strategic role for companies that intend to operate in an increasingly complex and dynamic economic environment, allowing them to prevent risks, optimize costs, and improve their competitiveness.
Due diligence map:
On the one hand, for the correct labeling of remunerations in relation to actual duties and collective bargaining to defuse potential disputes, and, on the other hand, for the correct architecture of employer directives in the perspective of disciplinary proceedings.
To ascertain the legal soundness of relationships with suppliers, evaluate the contractual and regulatory compliance of products and services, identify safety and environmental protection standards in the perspective of liability for damages or violation of mere obligations.
To analyze the boundaries of the contractual geography of financing, in order to measure the overruns of interest in late payment or usury rates, prevent liquidity crises and phenomena of crisis, insolvency, or risks and costs of debt recovery.
To be consolidated with joint venture, franchising, business network, agency and distribution contracts, ensuring contractual balances, confidentiality and unfair competition clauses.
In terms of tax, social security, accounting, anti-money laundering, data protection and integrity, and adequate organizational structures. This is to avoid criminal and administrative sanctions, which can affect the company not only in terms of financial burden but also temporary interdiction of certain individuals from performing administration, management, or control functions
Verifying the adequacy of agreements, the robustness of guarantees for exchange rate fluctuation risks, geopolitical or market sector risks, related to applicable legislations and cross-border operations
Assessing compliance with environmental, social, and governance (ESG) sustainability regulations, and weighing the impact of corporate activities on stakeholders with support for sustainability reports compliant with the latest international standards
Identifying any coverage gaps, urging renegotiation of contractual conditions, weighing the adequacy of the prerequisites for policy operability, and assessing the solvency ratios of companies
or changes to the corporate model to be undertaken, supporting them with letters of intent – including timelines, transaction structures, exclusivity constraints, jurisdiction, penalties – data rooms – on company assets, intellectual and industrial property, financial statements, declarations and payments – interim period, indemnity regime, closing and post-closing, so-called rules of engagement
Corporate Law
Legal counsel from a lawyer in the corporate field offers ‘tailor-made’ assistance for:
- calibrating, in the articles of incorporation and company contracts, the relationship between the greater or lesser specification of the corporate purpose and the hypotheses of company dissolution or individual partner withdrawal, as well as the interaction with corporate crisis institutions;
- making contributions – of capital, tangible or intangible assets assessable in money or credits, works and services – consistent with the company’s development prospects or changes in the corporate model;
- preventing decision-making deadlocks and the financial drain of partner withdrawal;
- reducing the discretionary appreciation of conflicts of interest and introducing robust transparency standards;
- anchoring effective business management to rules that mitigate a merely procedural, and not rational, implementation, basing the functions of the administrator on the balanced evaluation for strategic management and the measurement of business results in the various areas, on preventive assessments of risk margins, on checks and information, on adequate organizational structures;
- avoiding opaque structures of de facto partner, hidden partner, de facto company, super de facto company, and liability actions;
- planning extraordinary operations and adopting shareholder resolutions;
- lightening the tax burden of corporate groups;
- ensuring regulatory compliance;
- facilitating generational succession and business handover.
Real Estate Law
The lawyer’s legal counsel in real estate aims to ensure that the deal is legally reassuring, just as physically solid as the building appeared. Unfortunately, the fragments of truth about the security of the purchase contained in the forms signed at the brokerage agency, the documents deposited by the seller with the notary, those of the pre-investigation of a bank loan or the financial broker, are generally insufficient.
Real estate legal counsel:
- correctly directs the assignment to the real estate agency, balancing constraints with the agency and expectations of the contracting party;
- assembles the mosaic of truth about the tranquility of the real estate deal by uncovering and capturing significant documents that remained in the shadows, unthought-of, sometimes hidden;
- plays a crucial role in the dynamics of negotiations, where radiant essays of quality and prestige are intertwined with samples of mediocrity and negligence, which implicitly incorporate risks and responsibilities, expenses and additional costs;
- reveals latent assumptions that may allow the intervivos circulation of properties burdened by building abuse, amnesty applications, urban planning irregularities of the property, mortgages or foreclosures, any ongoing disputes (inheritance issues, seizures);
- protects against liability and damages actions for failed negotiations, inspiring negotiations both to loyalty and good faith, confidentiality, respect for anti-money laundering compliance, and formalizing the phases of negotiations;
- ensures that the contractual geography of the sale agreement (or the preliminary agreement, so-called compromise) is oriented to a complete investigation of the parties’ will;
- provides peace of mind regarding risks and criminal liability for fraud or forgery, mitigating the excessive pragmatism of the contracting parties;
- enhances the brilliance of the real estate value and maintenance management, offering services for B.I.M. contract control, i.e., Building Information Modeling.