MILAN ROME NEW YORK 01 COPERTINA_LAST inglese 2011.indd 1 21/01/

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1 MILAN ROME NEW YORK

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3 The firm Santa Maria law firm was established in 1970 by Alberto Santa Maria, who is tenured professor of international law at the University of Milan and is widely regarded as one of Italy s pre-eminent attorneys. Based in the centre of Milan, with offices in Rome and New York, the firm offers one of the most sophisticated international practices among Italy-based law firms. Santa Maria law firm has consistently advised the Italian government and a wide range of important corporate clients in connection with all aspects of European Law, including antitrust, state aids, international trade law, as well as complex corporate transactions, privatizations, mergers, acquisitions and dispositions, joint ventures, restructurings and financings. Moreover, Santa Maria law firm has been a pioneer in representing Italian companies in the United States market, having offered for a long time integrated Italian and U.S. legal services. The firm has currently developed an important alliance with Greenberg Traurig LLP, a leading U.S. law firm with nearly 1,800 lawyers and more than 30 offices in all major cities in the United States and worldwide. Operating from Greenberg Traurig offices in New York, Santa Maria law firm manages an Italian Desk consisting of a team of attorneys, trained and admitted to practice both in Italy and in the U.S. and supported by the highly-specializing lawyers of one of the largest U.S. law firm. Santa Maria Law Firm Practice Areas: Administrative and Environmental Law Arbitration, International and Domestic Litigation Banking, Finance & Corporate Finance Capital Markets Corporate and M&A EU, Competition and Trade Law Intellectual Property Real Estate Practice Areas

4 Administrative and Environmental Law Santa Maria law firm has a reputation for its experience in administrative and environmental law, providing legal and regulatory assistance in connection with a wide range of commercial and industrial transactions involving complex public law issues. Santa Maria law firm s experience in administrative and environmental law is also extended to its litigation practice before Italian Administrative Courts (Tribunali Amministrativi Regionali - T.A.R.) and the State Council Court (Consiglio di Stato). Italian as well as foreign clients bring their business issues to the firm to have a high level, full range assistance in every field of administrative and environmental law, including competition and antitrust matters, regulatory, pharmaceutical regulatory, licensee law, public works, services and supplies. Santa Maria Law Firm Administrative and Environmental Law capabilities include: Public tenders Real estate Competition and antitrust matters Decisions of independent authorities Regulatory Pharmaceutical regulatory Privatizations of public utilities Environmental regulations: landscape authorizations Environmental regulations: disposal and recycling of waste material Permits and concessions Commercial licenses and permits Project finance Telecommunications Litigations before the Administrative Courts Practice Areas

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7 Arbitration, International and Domestic Litigation Santa Maria law firm has been acting for years on a significant number of high profile cases: arbitrations, international litigation, domestic litigation and environmental litigation, before both national and international courts and arbitration panels as well as before the EU courts. From the beginning of its foundation, Studio Santa Maria and particularly its founder, Alberto Santa Maria, have been deeply involved in domestic and international arbitrations, acting either as arbitrators or counsels in both ICSID (International Centre for Settlement of Investment Disputes) and ICC (International Chamber of Commerce) proceedings. Our attorneys have developed a unique capacity to handle litigations and other dispute resolution proceedings, involving complex multi-jurisdictional issues in cooperation with local counsels before courts located in different countries of the world. Santa Maria law firm Italian Desk in New York is capable of representing, in cooperation with its alliance partners, Italian and multinational companies and financial institutions in connection with virtually any U.S. litigation or arbitration matter. The law firm has developed a particular expertise in representing clients in securities litigation matters, including class actions and derivative actions brought by security-holders. Santa Maria Law Firm Arbitration, International and Domestic Litigation capabilities include: Arbitrators, experts and legal counsels Work in the leading centers for arbitration around the world Public International law Conflict of laws Direct Actions before the EU Courts Preliminary rulings Interpretation and application of international Treaties Antitrust; Competition and State Aids issues Status of international organizations All commercial matters Banking, corporate and corporate finance issues Securities Class actions Derivative actions Breach of contract Enforcement of contractual rights Shareholders rights Injunctive proceedings Defamation IP matters Privacy and data protection Environmental issues Employment Law of succession Practice Areas

8 Banking, Finance & Corporate Finance Santa Maria law firm provides legal advice to banks, financial institutions and major players on the market since its foundation. The firm s banking and finance practice has recently seen a further, significant growth in new sectors including: corporate finance, leveraged finance, acquisition finance, structured finance and securitizations, debt restructuring and insolvency, real estate finance, investment funds and public sector finance. The firm makes every effort to retain its approach in responding to clients needs and strive to devise top quality, effective, innovative and tailor-made solutions. Our banking and finance attorneys closely co-operate with colleagues in the corporate, capital markets, tax, administrative law as well as litigation departments, assuring to clients a convergence of complementary specializations and professional expertise resulting in a fully integrated assistance. The firm regularly advises major financial institutions, banks and corporate clients in a wide range of acquisition transactions and acts as counsel to financial advisors in connection with principal finance, M&A and securities transactions. The firm also assists leading Italian banking groups in connection with regulatory issues including the review of their corporate governance, focusing on strategic and other business issues as much as on compliance and regulatory issues, among which consolidated supervision of banking groups, anti-money laundering, Basel II compliance. Santa Maria law firm Banking, Finance & Corporate Finance capabilities include: Acquisition finance (senior and mezzanine debt) Corporate finance Project finance and export credit Property finance (including development and construction finance) Banking governance, regulations and compliance Leveraged finance Structured finance and securitizations Debt restructuring and insolvency Real estate finance Investment funds and Financial Institutions Public sector finance Practice Areas

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11 Capital Markets Santa Maria law firm has a considerable experience in the law and regulations governing the financial markets and provides assistance with both debt and equity capital market transactions, such as the issue of financial instruments, the listing of the same on regulated markets and the implementation of public tender and exchange offers. The assistance includes all the main activities related to the transactions such as advising on the structuring, drafting and negotiation of agreements and offering documents, as well as responding to relevant regulatory compliance issues. The firm has a close working relationship with the relevant supervisory authorities. Santa Maria s capital markets team assists also foreign funds in the legal activities connected with the structuring and management of equity investments. Santa Maria Law Firm Capital Markets capabilities include: Public offerings of debt and equities Assistance to issuers of financial instruments widely distributed among the public Initial public offerings Privatizations Domestic and international offerings Share exchanges Practice Areas

12 Corporate and M&A Santa Maria law firm advises clients in all aspects of corporate transactions: privatizations, mergers and acquisitions, shareholder agreements, private equity, joint ventures, commercial contracts and full due diligence services. The law firm representations in this area range from major corporations in large, high-profile transactions to enterprises making their foray into the transactional arena. Corporate transactions involve considerable teamwork and collaboration: attorneys in the corporate and M&A department regularly collaborate with banking and finance, tax, antitrust, employment and other practice groups to devise effective and innovative solutions for clients. Santa Maria law firm expertise in this area includes the representation of the Italian government and several state-owned entities, as well as major industrial players in domestic and cross border transactions. In all cases, the law firm offers to clients the same level of professionalism, commitment, attention to detail and intellectual creativity, making every effort to understand the business realities underlying the transaction, along with the transactional and regulatory issues involved. Santa Maria Law Firm Corporate and M&A capabilities include: Mergers and acquisitions Recommended and hostile bids De-mergers Private Equity Private company and assets acquisitions and disposals Shareholder agreements Joint ventures Complete range of insolvency issues Liquidations Administrations Creditors arrangements Derivative actions Out-of-court settlements Advising public entities and private bidders in M&A and capital market transactions Privatization transactions Corporate Governance Negotiating contracts Full due diligence services Practice Areas

13 Prof. Avv. Alberto Santa Maria

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15 EU, Competition and Trade Law Santa Maria law firm is involved in high profile EU and Competition law cases discussing with the European Commission and defending undertakings before the European Courts. The firm has offered legal support to the Italian Government in the discussion with the EU Commission on the broader implementation of GATT/WTO system particularly on the legal consequences of the effects of the imports of several kinds of goods from China. We have also been often involved by the Government in dealing with the Commission in cases of alleged State aids. As per these cases let us make reference to: (i) the implementation of the Commission Decision on Italian road hauliers; (ii) the Commission Decision regarding the Italian law so-called Tremonti-bis;(iii) the Italian Law Decree concerning football (Decreto salva calcio) on behalf of the Italian Government and the National Football League. With regard to State aid cases we supported the State and/or private undertakings on the main cases involving Italian interests in the last four years. We have also assisted the Italian Banks Association (ABI), together with many Italian banks, vis-à-vis the Commission Decision qualifying as State aid the so-called Legge Ciampi. Thanks to this expertise the firm edited a book: Competition and State Aid published by Kluwer Law International in October The deep knowledge gained during many years ensures special relationship with the operators working in all the EU Institutions: Registrar of the Court of Justice, Commission s officers in several DGs and also in the Italian Diplomatic bodies such as the Permanent Representation of Italy to the EU in Brussels, the Diplomatic Legal Advisory and Treaties Service as well as the competent Ministries at the highest level. The firm is also involved in various EU & Competition law proceedings before national authorities and courts. In particular the areas of expertise include assisting and defending clients during investigations before the Italian Antitrust Authority, in proceedings before Civil Courts and in litigations before Administrative Courts (Tribunali Amministrativi Regionali T.A.R. and Consiglio di Stato). Santa Maria Law Firm EU, Competition and Trade Law capabilities include: Cartels and Horizontal Agreements Vertical and Licensing Agreements Joint Ventures Merger Control Intellectual Property Rights Abuse of Dominant Position Public Monopolies and Public Undertakings Sectorial Regimes (transport, energy, media and telecommunications, agriculture, postal services) State Aids Economics of Competition Law EU and National Antitrust Procedure Private Enforcement of Antitrust and State Aid Rules Application of EU Law in National Courts EU Courts Procedural Law EU Internal Market Rules Privatizations and Golden Shares Public Procurement Trade and WTO Law Practice Areas

16 Intellectual Property Santa Maria law firm is involved, both on a domestic and international basis, in a broad range of matters and issues concerning intellectual property law. The firm has constantly attended to both contractual and judicial IP matters gaining a wide and specialized expertise. The intellectual property team has extensive experience with patent, trademark, service marks, domain names, models and copyright litigation and with issues involving internet and e-commerce transactions. The team regularly negotiates and drafts trademarks, patents assignments and acquisitions, software assignments, publishing, franchising, distribution, agency, license, sponsorship, research and confidentiality agreements for financial, commercial and industrial clients, research consortia and universities. Santa Maria law firm team has a considerable experience in the management of the IP rights of luxury goods, software, biotechnology, pharmaceuticals, alimentary, mechanical, engineering and energy products and on communication, broadcasting, entertainment and publishing. Santa Maria Law Firm Intellectual Property capabilities include: Intellectual property litigations Licensing and distribution agreements Franchising and merchandising agreements IP national and international matters Trademark, Patent and Know-How Licensing IP aspects of corporate transactions Data protection and software Management of IP rights (trademarks, patents, models, copyright, domain names) in the following sectors: Biotechnology Pharmaceuticals Alimentary and nutritional Information technology Mechanical engineering Energy Fashion Communication Broadcasting and entertainment Publishing Practice Areas

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19 Real Estate Santa Maria law firm provides legal, regulatory and tax assistance in connection with a wide range of commercial, industrial and agricultural real estate transactions, including purchase, construction and development of real estate in Italy, mergers and acquisitions, investments and divestitures, de-mergers, privatizations and related real estate finance and complex equity investments. The law firm offers an all-encompassing real estate service including corporate, administrative, finance and tax advice, drawing on the combined expertise of our legal and tax practices. Our clients include domestic and foreign real estate owners, investors, lenders, developers, occupiers and contractors who range from individuals to institutional investors and companies. Our expertise in international law and international tax law makes the ideal partner for structuring cross-border real estate transactions, both inbound and outbound. The Italian market is one of the most interesting in Europe concerning the development of real estate projects. The number of significant real estate transactions and the recent fast development of real estate investment funds make the Italian market very attractive. Santa Maria Law Firm Real Estate capabilities include: Acquisitions, restructurings and disposals Real estate funds Leases and licenses Real estate financing Commercial and industrial developments Property aspects of corporate transactions Environmental law Practice Areas

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21 Industries Santa Maria law firm approach to clients is committed to build an intense and open partnership in order to understand and share all the details, the potential problems and the opportunities of the transaction. The law firm combines capacity to investigate thoroughly legal subjects with flexibility in assisting and addressing clients and is also committed to manage time and resources in order to concentrate and complete the job in the most effective way. Santa Maria law firm has a forty-year passionate experience in assisting a wide range of clients: banks, institutions and corporations of big and medium size with local or global vocation. The following are only some of the sectors of clients assisted by the firm: Alimentary and nutritional Banking and Insurances Energy Entertainment Government Institutions Fashion Financial Institutions Manufacturing Industry Media Pharmaceutical & Biotech Public Administration and Infrastructure Real Estate Services Sport Telecommunications Technology Industries

22 International experience Santa Maria law firm is reputed as one of the leading Italian practices for its competence in International Law. Founded by Alberto Santa Maria, tenured professor in international law at the University of Milan, the firm has always maintained a very clear and consistent international vocation. The historical competences in international law, international trade law, European Union law, competition and antitrust law, the opening of the Italian Desk in New York, the partnership with Greenberg Traurig LLP are only some of the elements which enable Santa Maria law firm to manage the most complex international transactions with sophisticated and integrated solutions. The highly-professional team of the law firm is made of attorneys all fluent in English and with additional language skills. Santa Maria law firm selects and attracts the best law graduates and provides them with training and experience that develop great professionalism. Most of the firm s lawyers are graduated summa cum laude and have master s degree of law and other advanced degrees from academic institutions worldwide. International Experience

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24 Milan: Largo Toscanini 1, Milan, Italy Telephone: Fax: / / Rome: Via Carducci, 4, 00187, Rome, Italy Telephone: Fax: New York: Studio Santa Maria Italian Desk at Greenberg Traurig LLP, NY MetLife Building200 Park Avenue New York, N.Y , USA Telephone: Fax: santamaria@santalex.com