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Corporate Governance

The Corporate Governance practice, the latest to come in CBA’s portfolio of expertise, offers its services to current and prospective Shareholders, Presidents, CEOs, Boards of Directors, General Counsels/Chief Governance Officers and Corporate Secretaries on the matters of:

  • corporate governance strategies
  • organization of corporate governance models
  • governance processes
The goal of our practice is to achieve a unique positioning in the current scenario of Corporate Governance advisory, blending the legal knowledge of CBA’s traditional core business with our expertise on strategy, organization and management of human resources.
In this respect, the team has been enriched by specialists who will support our investors and corporate clients through an offer of integrated advisory services fitting their internal Corporate Governance processes and meeting the requirements of listed and non-listed market players, including those acting in the regulated markets, namely providing:
  • advisory on Corporate Governance models and processes
  • coaching on corporate communication and harmonization of stakeholders’ interests, impact on governance
  • support in fixing and sharing strategic targets and appraising organizational impacts
  • focus on corporate supervisory and management teams (BoD composition, development of BoD/CEO’s leadership, harmonization and coaching for the benefit of Directors and top management)
  • assistance on the operative implementation of tax and legal solutions
  • support in the acquisition and sale of shareholdings, changes to shareholding structures, (hostile or other) decision-making processes within the shareholders’ or the BoD meetings

Such an integrated approach involves a comprehensive analysis of the client’s conditions, and allows for achievement of the planning targets, so as to ensure complete coverage of the skills required under the best practices of corporate governance:

  • all fee earners engaged in the practice achieved a high seniority and expertise ranking on corporate governance matters, since they held – or are still holding – top positions in services and projects performed for the benefit of both Italian and foreign large-sized companies
  • the organization structure and contents of the practice have been conceived to avoid any interferences with the client, in terms of conflicts of interests

By definition, Corporate Governance projects are structurally linked to the application of extensive, diverse legislation, based on laws, regulations and codes of ethics, whose fulfilment is appraised upon compliance, in the scope of CBA’s traditional business. However, a number of areas of action exist in connection with the different stages of analysis and negotiation among stakeholders, where specific, other than legal, skills and negotiation abilities must be deployed.

We are prepared to assist institutional investors (“activist” funds, especially) in a series of key tasks that require assessment and actions on Corporate Governance matters, such as:

  • investment analysis
  • contacts
  • negotiation
  • establishment of governance strategies
  • implementation of governance strategies

In addition to the engineering, development and maintenance of their governance structure, the management bodies of our corporate clients may also benefit from our support in their investment research and management process. As a matter of fact, the main steps of such process follow the same pattern as investors do.

The main stages of the above process include:

  • research/analysis of (current and potential) investors
  • contacts
  • negotiation
  • establishment of governance strategies
  • implementation of governance strategies
  • recurrent checks

All implementation activities include sourcing the necessary legal and contractual documentation, along with the domestic laws and regulations, required to effectively implement the underlying strategies.

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