When the business needs a stable legal point of reference
The life cycle of a business is punctuated by decisions with long-term legal effects: signing a multi-year supply contract, admitting a new shareholder, extending a credit line to a customer, renegotiating a loan, transferring a business unit. At each of these junctures, the quality of the technical drafting and an awareness of the remedies available if things go wrong determine the solidity of the outcome.
The firm assists sole traders and companies in the Romagna area with the day-to-day management of contractual and corporate matters, with commercial litigation and with enforcement and debt-recovery proceedings. It also provides assistance in the business-crisis procedures governed by the Business Crisis and Insolvency Code (Legislative Decree 14/2019), from negotiated composition to insolvency procedures proper.
The declared objective is not litigation, but its prevention through contracts calibrated to the real risk of the transaction and, where litigation is unavoidable, an evidentiary management of the case that gives the client a realistic assessment of the prospects.
Business contracts
The drafting and review of business contracts — sale, supply, service contracts, commercial agency, distribution, sales concession, franchising, network contracts, confidentiality agreements and non-compete covenants — is the activity in which the scope for preventive intervention is widest. The forum-selection clause, conditions precedent and termination clauses, the treatment of force majeure and hardship, penalty clauses, payment guarantees, exclusivity and minimum-purchase clauses must be calibrated to the type of transaction and to the parties' actual bargaining power.
Particular attention is required today by the agency contract (Articles 1742 et seq. of the Civil Code and the Collective Economic Agreements), as regards the termination indemnity, the post-contractual non-compete covenant and the del credere clause; by the franchising contract governed by Law 129/2004; and by limitation-of-liability and risk-transfer clauses in B2B supply contracts in the light of the case law on Article 1341 of the Civil Code.
The firm also assists with the negotiation and review of contracts drafted by the other party — an intervention often more effective than the entrepreneur expects: analysing the "standard" clauses prepared by a larger supplier or customer frequently makes it possible to rebalance the allocation of risk without jeopardising the commercial negotiation.
Commercial and corporate litigation
Disputes between businesses have dynamics of their own: their economic significance, the need to preserve ongoing commercial relationships and their impact over time on operations often make a preliminary examination of out-of-court routes — formal notice, assisted negotiation, mandatory mediation in the matters listed in Article 5 of Legislative Decree 28/2010, arbitration where provided for in the contract — preferable to the immediate commencement of proceedings.
The firm's assistance covers disputes over business contracts (breach, termination, damages), corporate litigation between shareholders and between shareholders and directors (challenges to shareholders' resolutions, liability actions under Articles 2392-2395 of the Civil Code, withdrawal, exclusion of a member in limited liability companies), unfair-competition litigation (Article 2598 of the Civil Code) and trademark protection in coordination with industrial-property advisers, and commercially relevant disputes with public authorities.
Where the forum or the subject matter calls for further specific expertise — the Business Court, international disputes — assistance is structured in coordination with trusted correspondents, with the firm retaining overall direction of the client relationship.
Commercial debt recovery, payment orders, oppositions
The recovery of trade debts is the service most frequently requested by SMEs. The typical sequence — formal notice to perform, any attempt at assisted negotiation or mediation where the subject matter so requires, application for a payment order under Articles 633 et seq. of the Code of Civil Procedure, service of the order, enforcement in the absence of opposition — must be calibrated to the debtor's presumed solvency: a payment order against a party with no assets is a cost without return.
A preliminary analysis of the debtor (company and land-registry searches, any adverse entries, signs of distress) ordinarily precedes the choice of action. Provisional enforceability under Article 642 of the Code of Civil Procedure, where the documentary conditions are met, makes it possible to enforce ahead of the outcome of any opposition.
The firm also acts on the defensive side of debt recovery: opposition to a payment order, where the debt is disputed as to its existence or amount, must be filed within the mandatory deadline of forty days from service and must be built from the outset on the evidence that the proceedings on the merits will require.
Enforcement against movable and immovable property, third-party attachment
Enforcement activity — attachment of movables, attachment of immovable property, third-party attachment under Article 543 of the Code of Civil Procedure — requires good timing and the correct identification of the asset to be targeted. Third-party attachment of the debtor's receivables (bank accounts, claims against customers, rental income) is often the most effective tool against a defaulting entrepreneur, whereas enforcement against immovable property takes longer and must be weighed against the net realisable value compared with costs and pre-deductible claims.
The firm handles enforcement on both sides of the relationship: for the enforcing creditor, from the choice of the asset to participation in the distribution; for the debtor, opposition to enforcement under Article 615 of the Code of Civil Procedure and to enforcement acts under Article 617, the application for conversion of the attachment under Article 495, and the assessment of alternative solutions where enforcement threatens business continuity.
Insolvency procedures
The Business Crisis and Insolvency Code, in force since 15 July 2022, has entirely replaced the Bankruptcy Law of 1942, redrawing the map of the tools for managing crisis and insolvency.
Judicial liquidation (Articles 121 et seq. of the Code) is the procedure that has taken the place of bankruptcy for insolvent commercial enterprises above the statutory thresholds. The firm assists creditors with proofs of debt, any challenges to the statement of liabilities, claw-back actions brought by the receiver and the verification of priority rankings; it assists the entrepreneur with the prior analysis of the conditions for the procedure, the assessment of alternative routes and the management of the personal consequences of the proceedings.
The arrangement with creditors, now articulated into the going-concern arrangement and the liquidation arrangement (Articles 84 et seq. of the Code), and debt-restructuring agreements (Articles 57 et seq. of the Code), in the variants of the extended-effect agreement and the facilitated agreement, remain the negotiated tools for preventing insolvency with court confirmation. The certified recovery plan (Article 56 of the Code) is the purely out-of-court instrument, capable of producing its protective effects on payments and dispositions without judicial intervention.
Negotiated crisis composition
Negotiated composition (Articles 12-25-quinquies of the Code), introduced as an emergency measure in 2021 and later incorporated into the Code, is today the first tool to consider when the business shows signs of asset or economic-financial imbalance that make crisis or insolvency likely but recovery is still possible.
Access is through the national online platform managed by the Chambers of Commerce, with the appointment of an independent expert who works alongside the entrepreneur in negotiations with creditors. The procedure allows — with the court's authorisation — access to protective and precautionary measures over the assets, authorisation to take on pre-deductible financing, and the suspension of recapitalisation obligations and of the grounds for dissolution. The outcome may be a contract with creditors, an agreement having the effects of Article 56 of the Code, the signing of a debt-restructuring agreement, or the opening of a simplified arrangement for the liquidation of the assets.
The firm assists the entrepreneur with the access assessment, the preparation of the documentation required by the platform, the relationship with the appointed expert and the conduct of negotiations with creditors.
Over-indebtedness of the below-threshold entrepreneur
For businesses that do not jointly exceed the size thresholds in Article 2, paragraph 1, letter d), of the Code (assets, revenues, debts), the over-indebtedness composition procedures governed by Articles 65 et seq. of the Code remain available: the minor arrangement with creditors, the restructuring of consumer debts and controlled liquidation. These are highly significant tools for the agricultural entrepreneur, the small trader, the artisan and the professional in difficulty, and they lead — under the conditions laid down by law — to the discharge of the deserving debtor.
Certifications, business transfers, debt restructuring
Extraordinary transactions involving the business — transfer and lease of a business or business unit (Articles 2555 et seq. of the Civil Code and Article 2112 of the Civil Code for the employment aspects), contribution, merger, demerger — require a prior check of pending tax matters (Article 14 of Legislative Decree 472/1997 on the transferee's joint and several liability), social-security positions and litigation, and a set of contractual safeguards (representations and warranties, indemnities, escrow) capable of allocating both the risks that have emerged and those still latent.
Restructurings of bank and trade debt, moratorium agreements, structured repayment plans with professional certification, and renegotiations of security interests and personal guarantees are matters the firm handles in coordination with the certifying professional and with the client's business adviser.
The firm's method
The first meeting is devoted to framing the situation and examining the documentation. On that basis the firm prepares a written estimate of the professional activity, pursuant to Article 13 of Law 247/2012 (L. 247/2012), itemising costs and stages.
The firm is a sole practice: the client deals directly with the principal, who personally handles the strategy and the drafting of documents. Where a specific stage requires a correspondent — a hearing outside the district, a highly technical subject matter — the choice is agreed in advance and overall direction of the relationship remains with the firm.
A preliminary analysis of out-of-court alternatives — formal notice, negotiation, mediation, negotiated composition — always precedes the commencement of litigation. To commercial litigation and insolvency procedures the firm applies the same evidentiary rigour developed in the principal's experience as a judicial police officer and consolidated by a PhD in criminal procedure devoted to the statute of the defence: the documentary reconstruction of the economic facts and the soundness of the evidence are approached with the method that criminal law requires.
Related areas
- Tax law and tax litigation — for the fiscal component of the exposure and for the treatment of tax debt in crisis composition procedures.
- Business criminal law — for bankruptcy, corporate and tax offences and for corporate liability under Legislative Decree 231/2001.
For a first discussion
For a first discussion of your situation you may message us on WhatsApp or use the contact form. The first meeting is intended to frame the case and to define — where appropriate — a written estimate of the activity pursuant to Article 13 of Law 247/2012.