Extraordinary Operations

Extraordinary Operations

Strategic consulting for extraordinary operations and M&A 

Xpertia offers highly specialised support in Merger & Acquisition (M&A) operations, assisting its clients on both the seller (sell-side) and buyer (buy-side) sides. We handle all contractual, tax, financial and accounting aspects related to mergers, demergers, company valuations, acquisitions of companies or business units, as well as the purchase of majority or minority shareholdings and leveraged buyouts (LBO/MLBO).  

Our service covers all stages of the process: 

  • Preliminary analysis and strategic planning: economic valuations, financial simulations and definition of the most efficient structure for the transaction (asset deal, share deal, contributions with subsequent transfer of shares). 
  • Negotiation and documentation: drafting of non-disclosure agreements (NDAs), letters of intent (LOIs) and memoranda of understanding (MOUs) and support in defining contractual terms and conditions. 
  • Closing of the transaction and guarantees: assistance until the closing, with particular attention to payment and guarantee clauses, including sophisticated instruments such as price adjustments, earn-outs and escrow agreements. 
  • Post-closing management: support in regulating corporate governance structures through shareholders' agreements, customised articles of association and the structuring of shares with special rights. 

 

Extraordinary operations

assistance in mergers, demergers, acquisitions, corporate transformations, contributions, transfers of businesses or shareholdings, and liquidations.

Advanced tax planning

Structuring complex tax strategies to optimise tax burdens in extraordinary circumstances, including at international level.

Company evaluation

analysis of the economic value of a company with a view to sale, restructuring or investment.

Due diligence

thorough review of the accounting, tax, legal and financial situation in the context of acquisitions or restructuring.

Advice on accessing capital markets

Development of recovery plans, preventive agreements and other crisis management procedures.

Advice on accessing capital markets

Support in issuing bonds or SFPs or in finding strategic investors

International taxation

Specialised assistance for investors and international groups. Application of DTAs and TIAs. Transfer pricing advice. Tax residence under the 24-bis regime, investor visas and similar.

Corporate and tax contracts

drafting complex agreements and support in negotiations

Generational transition

Support in the transfer of personal and corporate assets, ensuring continuity and tax optimisation, including through structures that implement holding companies or trusts.

Tax disputing

Assistance at every stage of proceedings before tax authorities and courts, including in highly complex cases (abuse of rights, tax residence).