The Firm can offer our international clients assistance in a wide range of issues.
Through the individual specialisation of our associates and, above all, through the contribution of our salary partners, the Firm can offer our international clients assistance in a wide range of issues.
Moreover, the Firm was created in the spirit of sharing resources and accumulating knowledge in order to expand the services available and the quality of our offer precisely in order to provide a 360 degrees service encompassing the entire range of our clients’ needs.
Each of the members cultivates their own branch of law and their own geographical reference area in each of the countries where the Firm operates.
This we mind highlight, we provide integrated legal advice with the goals of assisting clients to acquire full knowledge of the legal variables affecting their business decisions and turning efficient legal structures into a competitive advantage.
In addition to advising on extraordinary transactions in the corporate, banking, finance and capital markets practice areas, the Firm provides expert legal services in the tax, administrative, employment, EU, antitrust, public utilities, copyright, financial markets regulation, trusts, and intellectual property practice areas.
We strive to maintain a hands-on relationship with our clients, while providing highly specialized practitioners who can meet clients’ needs efficiently and cost effectively. The firm includes lawyers experienced in the areas necessary to provide a full range of business, administrative, tax and litigation services.
When beneficial to the interests of our clients, our lawyers work in multi-disciplinary teams across areas of expertise to efficiently serve our client’s needs. These teams regularly utilize the specialized knowledge and experience housed in multiple practice areas of the firm, working together to provide legal representation and advisory services to our clients on a comprehensive array of transactional, regulatory, and litigation matters.
Litigation and arbitration
We defend our clients’ interests in conflict situations and advise them with a view to avoiding potential litigation or arbitration and, where it is unavoidable, ensuring they are in the best possible position.
Our wealth of experience in practically all industries and business areas enables us to adapt to the most diverse situations. We have expert litigators in almost all legal matters and economic sectors. The firm multidisciplinary structure means we can build teams of professionals specializing in the different disciplines that may be affected by the dispute (accounting, tax, environmental law, etc.) when the circumstances so require. All of the above explains our frequent participation in major domestic lawsuits and arbitration proceedings, as well as international arbitration proceedings.
Our expert team also represents clients in both ad hoc and institutional domestic arbitration proceedings and we defend our clients in arbitration-related court proceedings: appointment of arbitrators, assistance with evidence-taking, conservatory measures, and action to set aside or enforce the arbitral award.
Our aim is to offer our clients added value in every negotiation, claim and arbitration.
- Ad hoc
- Contractual and tort
- Disputes between shareholders
- Enforcement of shareholder agreements
- Directors liability claims
- Challenging company resolutions and board of directors decisions
Civil and commercial contracts
- Urban leases and horizontal property
- General terms and conditions
Agency, distribution, concession and franchise contracts
- Termination and rescission of contracts
- Validity, interpretation and enforcement of civil and commercial contracts
Ownership, possession, transfer and administration of immovable property
Claims for payment
Execution of foreign and domestic judicial and arbitral awards in Italy
Personal and real guarantees
Bills of exchange, cheques and promissory notes
Fundamental rights and inheritance law
Breaches of the rights to honour, privacy and personal image
Challenging wills and probate
Private enforcement of competition law
Based on an objective analysis of clients’ activities and their particular requirements, we provide advice on corporate structures to be implemented, their reorganizations and liquidations.
The firm sets up corporate entities on behalf of professionally-qualified intermediaries. We specialize in the incorporation of companies in all major onshore, mid-shore and offshore jurisdictions. Our solutions include all aspects of registered office and registered agent services and any related post-incorporation undertakings.
We offer one-stop corporate services on a global scale and provide registered office and local agent services along with those for director and nominee shareholders. We are a truly independent business, which means we are free to work with your auditors, advisors or banks without creating conflicts of interest in corporate governance or local regulatory restrictions, and can respond to your clients’ needs objectively to choose the solutions that best fit.
- Management and administration of corporate entities
- Advice on the selection of an appropriate jurisdiction
- Analysis and implementation of appropriate structures
- Reorganization, domiciliation and liquidation of companies.
Our aim is to ensure that corporate structures respond to the medium and long term objectives of the business.
Through our network of international correspondents and associates, companies can be incorporated at short notice in most locations in the world.
In particular, in this matter we concentrate our services in Luxembourg. Due to its favorable environment in terms of political, legal, economic, financial and tax stability, numerous international groups have decided to establish their head office in Luxembourg.
Long standing experience in the area of wealth management has enabled Luxembourg banks to acquire extensive knowledge of the financial services required by large and medium sized companies. Thus, they propose financial solutions that optimize financing and asset holding structures, cash management, the construction of pension funds and share option plans, as well as assisting in the acquisition and sale of companies and the management of intellectual property.
In our Company Law and Corporate Governance Practice Area we offer clients comprehensive advice at every stage of a company’s life:
- Incorporation of companies
- Amendments to articles of association
- Board secretary services
- General meetings
- Duties and liability of directors
- Shareholders agreements
- Share capital changes
- Debt issues
We regularly provide advice on corporate governance issues to domestic and foreign listed companies, companies operating in regulated sectors, financial entities and other parties operating in securities markets.
The team provides a wide range of services to these companies and offers the full spectrum of advice on all aspects of corporate management:
- Board and general meeting regulations
- Corporate governance reports
- Good governance codes
- Electronic voting
- General and strategic advice relating to boards of directors and their committees
Remuneration of directors and senior executives
Mergers & acquisitions
Our lawyers are experts in planning and executing mergers, acquisitions and spin-offs, both between companies of the same group and between independent companies, advising purchasers, sellers, the target company itself or its management team, which gives us an in-depth understanding of the needs of the client and of the other party in the transaction, enabling us to propose varied and imaginative solutions or alternatives in negotiation processes.
Together with proven knowledge and experience in all industries and sectors, we provide the highest degree of technical expertise regarding the key legal implications that could affect the transaction.
We have worked on acquisitions, mergers and spin-offs of all kinds of companies, businesses, assets and production units for private traders and public companies, industrial concerns, financial investors, private equity firms and their managers. We also participate in direct multilateral or bilateral negotiations, as well as bidding processes, in which, if acting as adviser to the promoter, we provide advice on all legal and procedural aspects necessary for the proper conduct of the process.
Our added value is our total commitment to our clients and to achieving their goals, in strict observance of the laws and best practices of each market. To do so, we take a hands-on approach, allocating our best resources to each engagement and taking an active role in designing, selecting and implementing the structure of the deal.
- Acquisitions of all types of private companies through purchases, mergers and capital increases
- Acquisitions of listed companies (takeovers), including public-to-private transactions and the exclusion of minority shareholders
- Turn-arounds, restructurings and investments in companies in financial difficulties (distressed M&A)
- Investments at any stage of a company’s life, e.g. bolt-on acquisitions
- National and international mergers, disposals, and assignments of assets and liabilities
- Corporate and group restructurings
- Cross-border transfer of registered offices
- Capital transactions
- Leveraged buy-outs (LBOs), management buy-outs (MBOs) and management buy-ins (MBIs)
- Distribution of scrip dividends and reserves
- Acquisition financing, senior and mezzanine financing and vendor loans
- Bond issues, high yield bonds and other debt instruments
- Asset securitisation
- Board secretary services
- Sales to industrial companies, venture capital firms, public share offers and flotations
Alternative divestment strategies: recapitalisations and other means of capital restructuring
We have a breadth of experience advising all the parties affected when a company is in financial distress. Our advice includes: group restructurings, debt refinancing, protection of creditors’ rights, liability of board members and investments in distressed debt and liabilities of insolvent companies.
Our experience in insolvency spans the main sectors of an economy. This enables us to confront any corporate distress situation with an in-depth knowledge of the issues at stake and potential cross-border implications.
- Insolvency proceedings
- Pre-insolvency advice
- Directors’ liability
- Preparation of voluntary arrangements
- Advice on administrative receiverships
- Collective redundancies
- Advice during liquidation
- Recognition and enforcement of court decisions issued in foreign insolvency proceedings
- Structuring of investments in distressed debt and liabilities of insolvent companies
- Credit protection
- Challenge and recognition of credits
- Protection of creditors’ rights
- Enforcement of guarantees
- Enforcement and recognition of foreign credits and guarantees in Italian insolvency proceedings
Private wealth management
Our law firm well knows our clients have worked hard to build up substantial assets so, as it is natural in consideration of their work, they want to protect them and ensure they will be distributed to their heirs according to their wishes taking in consideration each particular attitude.
Our specialization in private wealth services comes from the consciousness of the fact that to thrive, to develop and to prosper for future generations, assets and estates need protection from political upheaval, changing of taxes legislation or even irresponsible heirs behaviors.
But wealthy individuals nowadays have needs that go far beyond the mere management of their money and business: ultra-high net worth clients do not need only of property and capital management; they need not only to safeguard family capital but also to make sure that it works and generates income for all family members.
In this sense, we should say that ultra-high net worth individuals need of a "family office" able to make their life easier and more convenient offering a tailored complete package of services. In fact it's always best experienced by the richest families that the specific problems of ultra-high net worth can only be adequately addressed with financial services that go beyond traditional asset management. They need of a law firm able to manage a millionaire’s empire in line with the family’s long-term goals.
All these considerations represent the fundamental keys to understand our offer. Our firm is the house of a team of dedicated professionals who provide valuable local knowledge, the advantage of a truly international team of specialists among Italy, Switzerland and Luxembourg and access to a complete range of wealth management services through our global network of offices and lawyers enrolled in our jurisdictions.
The mission of our law firm is to provide advice and deliver services in all areas of wealth management to affluent individuals and their families. But wealth structuring must also help to safeguard privacy and to improve the efficiency of assets management and administration.
In more concrete terms, this means that a law firm must provide the expertise and structure to not only meet the financial needs of current family members but especially to grow their wealth to the benefit of future generations and, in many cases, of philanthropic causes.
Our offering is both complete and flexible enough to accommodate every situation. We adapt to our clients' needs by working hand-in-hand with them and their independent professionals. Moreover, our firm will bring to the table its own team of experts, if requested by clients.
An estate plan will give our clients the comfort of knowing that individual wishes will be respected and the clients' estate will be handled in an optimal fashion from a financial and tax perspective.
Our Private Wealth Management services are differentiated in that each portfolio is designed individually focusing on your goals. We endeavour with individuals and their families to ensure sustained wealth and assist them in the realization of their goals.
In this context, we act as the family’s chief financial officer to:
- Facilitate the management of your wealth with regular follow-ups;
- Oversee the management of your investments;
- Consolidate your financial results and establish investment performance targets;
- Develop and implement strategies to protect and transmit your wealth;
- Free your family of administrative tasks.
In general each project is developed with the help of our trusted family offices in offshore jurisdictions.
"Put not your trust in money, but put your money in trust".
Oliver Wendell Holmes
A trust, in its juridical substance, should be considered as an arrangement whereby legal ownership of property is controlled by one party, the Trustees, to use or apply that property and the income from it, for another person or persons, the Beneficiaries or for a specific purpose.
A trust is an entity, regulated by a law (e.g.: Jersey, Guernsey, Delaware, ... Law), although not having complete juridical personality, enjoys many of its attributes, notably an autonomous patrimony distinct of any of the trust actors, whether it be the settlor, the trustees or the beneficiaries .
Essentially, there are three actors in a trust: the settlor, the trustees and the beneficiaries.
- The role of the settlor is essentially limited to the donation of property (usually non-income-producing property with nominal value) to the trust expressing the intention that the trustees hold legal title to the property for the benefit of other persons (the beneficiaries). The settlor usually has no further role in connection with the trust or the trust property after the trust is settled . The settlor must be neither a beneficiary of the trust nor susceptible to becoming one. Usually, a family friend will act as settlor. In the specific case of an asset protection trust, the settlor shall be the person wishing to transfer a part of his(her) patrimony in the trust for asset protection purposes.
- The trustees manage the affairs of the trust and decide of any distributions of its revenues and/or capital at their discretion. A trustee may not act alone as such if he is also a beneficiary of the trust. A second trustee, who is not a beneficiary of the trust, must therefore be chosen.
- As for the beneficiaries, they are entitled to receive revenue and/or capital distributions from the trust at the trustees' discretion. The beneficiaries will usually be the entrepreneur, members of his(her) immediate family as well as any other person, company, trust, charity, etc. that he(she) wishes to be designated as such in the trust deed. It is also possible to designate additional beneficiaries after the trust is settled. This is done through an election mechanism for which an elector is designated in the trust deed. However, these elected beneficiaries must be specifically provided for in the trust deed either directly of indirectly, i.e. chosen from a defined category of persons such as the ascendants or descendants of any beneficiary. In the specific case of an asset protection trust, the person having transferred a part of his(her) patrimony in the trust for asset protection purposes will usually be the only beneficiary of the trust.
Although the trustees own the trust assets in the sense that they have legal title to them, the trustees can take no beneficial interest from those assets, they cannot make a profit out of those assets for themselves and trust assets are not (at any rate in common law jurisdictions) open to attack by the personal creditors of a trustee.
Trust for incapacity
The essential aim of each trust is that the trust can safeguard estate and facilitate the transfer to the next generation. With the creation of a trust we provide personalized service tailored to personal and family needs; to administer a mandate in case of incapacity, protective supervision, administer a trust, and guide the client in drafting his will or settling an estate.
Our experience in trust law serves to achieve those goals: our multidisciplinary team brings its expertise to bear by providing you with an overall picture of your estate and by helping you protect and transfer it to your chosen heirs .
A trust can act to safeguard a portion of your wealth. But how do you make sure it's administered according to your instructions? When you create a trust, you safeguard a portion of your wealth—either during your lifetime, or in favor of your estate. Whether you create a living trust, which has legal existence during your lifetime, or a testamentary trust, the assets you designate as an administrator to place in it become the legal property of the trust.
For that reason, it's important to appoint an experienced and objective trustee with the ability to administer property in order to grow the assets in keeping with your objectives.
It’s not easy to think about, but your will and trust(s) need to include provisions that go into effect if you become incapacitated for any reason. Your executor and your heirs will be grateful for your forethought.
Who would look after your property if you became incapacitated? Do you have anyone to help you if you had to look after someone else's property?
It might be an idea to prepare a trust to solve all problems should happen in case of incapacity so that you can decide in advance who would look after your property if you became incapacitated. That way, your loved ones would be able to take care of you instead of having to deal with your day-to-day affairs.
Our firm can help you define the trust deed you would give to the trustee you choose to administer your property to solve the problems characterizing a situation of incapacity. Our expertise, reliability and objectivity will help set your mind at ease because you know your property will be managed the way you want it to be—even if you can no longer do it on your own.
Keep in mind the following points about planning for incapacity:
- If you don’t create a plan for your incapacity, a court may appoint somebody to oversee your personal and financial needs. By planning for incapacity, you can choose the people who will help you, provide them with guidance as to your wishes, impose limits on their powers, or grant them powers beyond what a court may allow.
- Your durable power of attorney designates the person who can assist you with your financial affairs or manage them on your behalf.
- Your healthcare proxy appoints the person who will assist you with decisions concerning your medical care or make those decisions for you consistent with your instructions.
- You can provide within your living trust for your trustee to gain immediately authority over your trust assets if you become incapacitated.
- Your living will provides guidance to your family and doctors as to the type of treatment you want during the final days of your life.
Protection planning strategies
The activity of "Patelmo & Patelmo - Rech Colferai Tep" is traditionally oriented to meet the requirements of individuals and corporate bodies who/which intend to safeguard their estate with respect to third parties and secure the utmost confidentiality.
Approaches to building and preserving wealth are varied and depend on your goals and situation. We have engaged experts in the fields of estate planning, protection planning, investment management, and business planning to create strategies tailored to suit your unique needs. The main instrument is certainly represented, in our experience, by Luxembourg vehicles of as:
In 1990, Luxembourg adopted into law the EU Parent-Subsidiary Directive which applies to fully taxable resident companies. Since then, a new type of company has appeared, known as the "société de participations financières", or Soparfi for short.
A Soparfi is not a special type of company but an ordinary commercial entity governed by common law, specifically the 1915 Law on commercial companies. It does not enjoy any special tax regime and is fully taxable. There are no restraints on its field of activity.
A Soparfi can, however, significantly reduce its tax burden by limiting its activity to holding investments and structuring these so that it can benefit from the rules in the EU Directive on the tax regime applicable to Parent-Subsidiary companies . This regime notably allows, under well-defined conditions, a tax exemption on dividends paid by companies in which the parent company has a holding and on capital gains on the sale of its holdings.
By contrast, all commercial activity undertaken by a Soparfi is subject to corporation income tax and VAT. Since the Soparfi is liable to tax like any other commercial company, it benefits from double tax treaties agreed by Luxembourg.
These characteristics make the Soparfi an interesting vehicle for managing holdings in a group of businesses. It is also the preferred vehicle for financing and holding venture capital and private equity investments.
There are many situations in which an individual could benefit from organizing part of his or her patrimony in a structure with a distinct legal personality. These include succession planning, the organization of management powers within a family business, speculative operations or borrowing.
With the law of 11 May 2007, the Luxembourg government created a vehicle designed for the management of individuals’ private wealth: the "société de gestion de patrimoine familial" (SPF). It is a simple, flexible wealth management vehicle that conforms with EU regulatory requirements.
An SPF must take the form of a capital company. Its share capital will depend on the legal form chosen.
The shareholders of an SPF must be individuals managing their own private wealth or else structures acting on behalf of eligible individuals.
For the purposes of an SPF, the term "family wealth" is understood to mean "the wealth of individuals" as no family relationship is required between the different shareholders.
The SPF is a passive investment vehicle. Its objective is strictly limited to the acquisition, holding and sale of financial assets. No commercial activity is possible, nor involvement in the management of a company in which the SPF has a shareholding, even if this is a majority stake.
In order to ensure complete tax neutrality, SPFs are exonerated from corporation income tax, communal business tax and wealth tax. Due to these exemptions, an SPF cannot take advantage of double tax treaties.
The first series discusses the importance of planning and its benefits. The unfortunate masses face the real world threat of losing their unprotected wealth. So, this series discusses how that is accomplished through lawful tactics involving asset protection services.
You've worked hard to set and meet your financial goals so you can realize your dreams. But in life there can be many unexpected events, some welcome and others not so welcome. These unforeseen occurrences as well as inflation, unanticipated expenses and taxes can erode the value of your assets. And with longer life expectancies and higher costs of long-term care, securing what you've got becomes critical.
Benefit From Wealth Preservation Strategies
By putting a solid wealth preservation plan in place you will have a strategy to protect the value of your assets from any potential damage. You can also gain peace of mind knowing that you've made provisions to protect your financial future.
Some of the most valuable benefits include:
- Securing the financial future of your family by protecting and preserving the value of your assets;
- Being financially prepared to deal with illness and needs for long-term care;
- Alleviating the financial stress your family could experience in the unfortunate event of your untimely passing or inability to work;
- Ensuring the full value of your assets is passed on directly to your heirs.
Approaches to building and preserving wealth are varied and depend on your goals and situation. We have engaged experts in the fields of estate planning, protection planning, investment management, and business planning to create strategies tailored to suit your unique needs.
Depending on your specific needs, the asset protection service could consist of a number of different domestic and/or offshore corporate and trusts structures and as well as private bank accounts. These legal tools will vary depending upon the level of protection you need.
Choosing services is a complicated task and requires that assessments be made to factor all of the variables and what level of control you are comfortable with. There are so many choices of legal structures and jurisdictions that can give you anywhere from a fair amount of protection through domestic statutes, all the way to bulletproof financial privacy and protection. Choosing your level of service should be done with an experience and qualified professional who is representing your best interests.
Our highly-skilled professionals offer a full range of services and strategies that involve a number of entities and structures. Our recommended plans include both domestic Luxembourg based, offshore and a combination of the two. Each asset protection service is designed for our clients' specific needs and scenario.
Taxes Will Always Affect Your Portfolio. There are many factors you need to consider as part of your long-term investment planning. Your objectives may include income, safety of principal or capital growth. Factors influencing your choice of specific investments may include a need for control, experience in investing, tolerance for risk, and of course, your personal tax situation.
Getting Your Head Around Taxes. All the investment decisions you make will ultimately have tax implications. Outside of a registered account, your holdings are taxed differently on investment earnings, depending on the type of return: interest, dividends or capital gains. To help you maximize your returns, you will want to know how you can make the most of tax provisions.
At "Patelmo & Patelmo - Rech Colferai Tep" we do not offer tax advice in strict meaning. However we provide you with useful information, like identifying possible tax planning opportunities and structuring your investments to take advantage of tax saving strategies.
To assist our clients in preparing their income tax returns, they receive a comprehensive tax information package including:
All mandatory government reporting;
An investment summary detailing investment income, expenses and trading activity for the year.