Securitizations, real estate and M&A: strategy and governance

Initial structuring is often the point of entry, but the oversight continues, or can begin partway through, across the entire life cycle of a transaction. In addition, the engagement can extend to everything that revolves around it: the governance and legal and corporate function of intermediaries and servicers, the management of NPL/UTP and real estate portfolios or single positions, M&A and asset/share deal transactions, complex contracts, organizational frameworks.

Transaction complexity matters more than portfolio size: the assistance is calibrated to the client's needs, from a high-profile single name to larger-scale portfolios. The distinctive value is not the individual practice area, but the ability to oversee an investment transaction as a whole, from every angle, or, conversely, to assist a single stakeholder across all of its needs.

No — it complements them, from a different perspective: that of someone who has managed the legal function from the inside, in direct contact with the CEO and Board of Directors. Traditional external law firms step in on a single matter or case; in-house teams run the day-to-day. My services cover the space in between: a specialized, ongoing oversight of a transaction, or of a stakeholder's interests, as a whole, coordinating external advisors and internal functions and bridging the legal, corporate and operational dimensions, with a broad view of the industry and in-depth, first-hand knowledge of the needs of all parties involved.

Advisory is project-based: a single transaction to structure or bring to completion, a specific issue to resolve, a due diligence, a turnaround or a corporate reorganization. Fractional management is an ongoing engagement: I operate as an integral part of the organization, with the commitment of an internal manager and the flexibility of an external consultant. The formula is flexible and is defined according to the client's needs and structure. In any case, continuity is guaranteed even when I am not available, thanks to the contribution of senior colleagues and business partners, subject to the client's approval.

Every engagement begins with an initial confidential discussion, without obligation, aimed at defining the specific need and the scope of the work, and covered by professional secrecy and, where requested, by a non-disclosure agreement (NDA). An engagement proposal follows, setting out in detail the objectives, activities, delivery arrangements and fees, agreed on a fixed-fee basis, by phase, or at an hourly or daily rate and, for ongoing support, on a periodic basis.

Every engagement is preceded by a prior check for the absence of conflicts of interest, even merely potential ones, with regard to clients and the counterparties to the transaction. Should any arise, the parties concerned are promptly informed and, where they cannot be resolved, the engagement is not accepted. The information obtained is covered by professional secrecy and by the confidentiality obligations of the code of conduct of the Italian legal profession, and may be further protected by non-disclosure agreements (NDAs) where required.