Autore: admun2023

Ughi e Nunziante with Imerys in the sale to Gemica and Kmk Granit of a business unit related to ceramic mixtures

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Ughi e Nunziante – Studio Legale assisted Imerys, a global leader specialized in mineral supplies for the manufacturing sector, in the sale of the ceramic mixtures business to the newco New Spica S.r.l., incorporated by Gemica S.r.l., an Italian company specializing in color production, and Kmk Granit, a Czech company with a global outlook, active in the sector of mining and processing of minerals.

Alongside with the business transfer, long-term agreements were signed for the supply and storage of raw materials.

Ughi e Nunziante assisted Imerys in all the sale-related activities, with a team led by Partner Giuseppe Coco.

The buyers were assisted by Francesca Falbo and Stefano Manara, partners at the Turin law firm Falbo & Manara, and Alice Meier Attorney at of Rödl & Partner, Prague office.

Italy imposes national security conditions on Whirlpool home appliances deal

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Italy has exercised its “golden power” law to clear Whirlpool’s majority stake sale of its European domestic appliances business to Turkish rival Arcelik, reportedly conditioned on remedies aimed at safeguarding technological assets, production facilities and employment.

Our partner Filippo Mazza, interviewed on this point by GCR, stated that “the Italian government has probably scrutinised more China-related deals than others because Chinese corporations have made so many investments in the past few years. But whenever an Italian strategic asset is at the heart of a transaction, it will be subject to government review and authorization regardless of the country involved.

The full article is available for subscribers at the following link

Deepfake what legal remedies?

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On Agenda Digitale, an in-depth analysis by Daniela De Pasquale and Massimiliano Pappalardo about deepfakes and how to protect ourselves according to the regulations in force in our Country.

The deepfake phenomenon is complex. It consists of audiovisual material created thanks to artificial intelligence software which, starting from real content (images and audio), is able to modify or recreate, in an extremely realistic way, characteristics and movements of a face or body and to faithfully imitate a given voice. The dangers arising from the misuse of this type of material can be serious: we are talking about images that could destroy reputations, compromise relationships, end careers, or could even induce victims in moments of fragility to extreme acts.

Of course, not all AI-generated audiovisual content is illicit, but it is still useful to consider some illegal uses scenarios.

The first question is whether our legal system is already equipped with the necessary antibodies to prevent or, at least, contain the abuse of the extraordinary possibilities that generative artificial intelligence can offer: the answer, while there may be room for improvement, is positive.

We discuss it here

Ughi e Nunziante in the sale of Lario Plast to Alto Partners

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Alto Partners SGR, as the asset management company of the reserved mutual investment fund called “Alto Capital V,” has acquired, through a leveraged buy-out (LBO) operation, a representative share of 100% of the share capital of Lario Plast S.r.l., a company specializing in the production and trade of HDPE and PET bottles in Italy. The operation also involved the investment by the previous shareholders of the target company in the acquiring corporate vehicle.

The seller was assisted by Ughi e Nunziante, with a team composed of Partner Amon Airoldi and Associate Deniz Ali Asghari Kivage.

Assisting the buyer was Molinari Agostinelli, with a multidisciplinary team composed of Partner Ciro Di Palma, Associate Michela Maresca, and Trainee Gian Luca Marchi, as well as Partner Andrea Taurozzi and Associate Alessandro Pallavicini for acquisition finance aspects.

Belluzzo International Partners, with a team composed of Partner Lorena Pellissier and Trainee Maria Grazia Pelizzoni, handled the tax due diligence for the buyer.

Aldocalza – an employment and labour law firm, led by Partner Aldo Calza and composed of Lawyers Filippo Savini Nicci and Sara Sansaro, conducted the employment law due diligence for the buyer.

For accounting and fiscal profiles, the seller was assisted by Studio Professionale Noseda Terrenghi, led by Partner Giovanni Terrenghi.

Proactiva acted as financial advisor for Lario Plast, with a team led by Founding Partner Gianluca Beffa and M&A Specialist Paolo Villa.

BNL BNP Paribas, in its role as financing bank, was represented by Fulvio Egidi (Head of Structured Finance), Luca Giordano (Senior Banker Financial Sponsor), and Alessandro Belluzzi and William Aruanno (LBO). The bank was assisted by Dentons, with Partner Alessandro Fosco Fagotto, Managing Counsel Edoardo Galeotti, and Associate Giorgio Peli.

Ughi e Nunziante with Zodiac Energy Plc in the acquisition of Coro Europe Ltd and Apennine S.p.A.

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Ughi e Nunziante – Studio Legale assisted Zodiac Energy Plc in negotiating the agreements relating to the acquisition from Coro Energy plc, listed on the London AIM, of 100% of Coro Europe Ltd, that operates in Italy in the exploration and production of natural gas through its subsidiary, Apennine Energy S.p.A., for a total consideration of up to EUR 7.5M. The transaction is subject, among other things, to regulatory approval in Italy.

The Ughi e Nunziante team was led by Partner Roberto Leccese. Partner Gianluigi Pugliese, together with Associate Anna Vanni, handled the security package, and Senior Associates Camilla Savarese and Linda Favi, the corporate and tax profiles.

Coro Energy was assisted by Pinsent Masons LLP.

Italy blocks Russian-backed investment in cloud services provider: Filippo Mazza interviewed by GCR

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The case is relevant and is holding the headlines in national and international newspapers.

Global Competition Review as well featured an article on the ‘golden power’ exercised by the Italian government to block the acquisition of the company Tecnologia Intelligente by Nebius, a Dutch-based cloud services provider that seems to be supported by the Russian giant Yandex, Russia’s main online services provider.This is the first case of ‘golden power’ exercised by the Meloni government to block undesirable bids in sectors deemed to be of strategic importance.

Our Partner Filippo Mazza, interviewed on the point by GCR, said “this decision largely aligns with the government’s amendment of its golden power law to cover 5G and cloud services last (2022) March. While this is the first time Italy has blocked a deal since Meloni became prime minister, the government has largely been applying the golden power in the same way as it did under Draghi. It is not likely that her government’s approach will be drastically different. The government has been actively using its powers to intervene in foreign investment, including by imposing conditions on KKR and Global Investment Partners’ joint investment in Inwit, a leading 5G technology provider. It is also due to issue a final decision on the sale of Lukoil’s oil refining plant in Sicily to Cypriot private equity fi rm GOI Energy by30 June”.

The full article is available for subscribers at this link.

How today’s women are changing tomorrow’s work – Francesca Ricci in Dealflower’s special March 8 issue

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In Dealflower’s special issue dedicated to March 8, a survey was conducted among women in professional firms to find out what their opinions are regarding women’s presence in the working environment.

Among the interviewed was also our Francesca Ricci, who spoke about female leadership, gender gap, and pink transition.

“There is a lot of turmoil about diversity and inclusion issue on the professional firms front as well. It’s a need for change that arises from multinationals and is spreading to professional firms, which are being invited to become more aware and take effective measures on social and governance issues. It is a positive moment of growth, of intergenerational comparison as well, of study and in-depth analysis.”

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CSR and EU ESG Directives, corporate responsibility for sustainable economy expands

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On January 1, 2023, the Corporate Sustainability Reporting Directive, Directive (EU) 2022/2464, came into force, amending the previous non-financial reporting regime.

The CSRD aims to guide companies toward a more sustainable economy by expanding companies’ responsibility for their impact on society, respect for human rights, governance, and environment through sustainability reporting.

In practical terms, the EU legislature directs companies to take measures in order to achieve the following objectives: redirecting capital flows towards ESG investments for a sustainable and inclusive growth; managing financial risks derived from climate change, resource depletion, environmental degradation and social issues; and promoting transparency and long-term vision in economic and financial activities.

We discuss this in this in-depth analysis published by NT Plus Diritto of Il Sole 24 Ore, written by our Francesca Ricci, Tiziana Fiorella and Emanuela Burgio.

To read the full article click here: https://ntplusdiritto.ilsole24ore.com/art/direttiva-csr-e-normativa-comunitaria-esg-si-amplia-responsabilita-imprese-tema-economia-sostenibile-AEDM1TzC

How to recognise AI-written text? “Countermeasures” exist, but it’s a long way to go – Daniela De Pasquale’s in-depth analysis

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On Agenda Digitale, an in-depth analysis by our Partner Daniela De Pasquale about ChatGPT and generative AI detection systems.

Given the high-speed development of generative AI, some key issues remain unresolved to date, including the need to understand whether a text, work, diagnosis, research or judgment was written entirely or partially with an AI-originated text, or whether students can make use of it during written exams, distorting the results.

Hence, in recent weeks, the rush by industry to offer technological solutions answering the question of whether a certain text was generated by human beings or AI.

But how effective are these detection tools?

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Law Firms, female lawyers have taken off – Francesca Ricci in ItaliaOggi’s annual survey

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Today’s issue of ItaliaOggi features the traditional in-depth analysis by Antonio Ranalli about the presence of women in Italian law firms.

According to the survey, women are gaining increasingly prominent positions in law firms.

Among the lawyers mentioned, those who have most distinguished themselves during 2022 include our Partner Francesca Ricci, active in M&A, corporate law and capital markets.
The firm has appointed  four female partners since 2019 and more than a half of the associates are women.
Read the full article here

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