Corporate, tax, corporate finance and accounting assistance across a broad spectrum of transaction and due diligence activities. Since its foundation, the firm focused on the listed companies discipline and has assisted a growing number of companies from listing process to securities issuing, from compliance and market regulations to corporate governance and extraordinary operations. Among our clients are Italian and foreign listed companies leader in the following areas: shipping, retail distribution, energy, fashion, information technology. With a deep knowledge of the energy industry the firm assists Italian and foreign companies in the photovoltaic, hydro and biogas fields, helping clients. The firm provide tax advisory across a broad spectrum of transactions and tax matters, assistance across acquisition and business combination, due diligence activities, assistance with domestic and IFRS accounting principles. We have a deep experience relating to the implementation of the compliance programs pursuant to the Legislative Decree no. 231/01, with a specific focus on company crimes and market abuse crimes. We are oriented to the to the achievement of our clients’ goals and we understand what our clients do: is quick and easy to provide advise timely and on short deadline.
Specialized in all corporate matters, we assist domestic and foreign companies.
Our capital market practice advices
corporations on securities offerings, securities transactions, IPOs.
Our experience with the public authority responsible for regulating the Italian financial markets (CONSOB) provides clear insight into regulatory considerations and enables us to obtain regulatory relief for our clients.
We provide gap analyses and prudential assessments aimed to verify the legal/regulatory compliance, to evaluate relevant profiles of risks and also to elaborate plans to comply with the requests by law.
Compliance e Advisory
Torresi e Associati can advise on a broad range of compliance and advisory issues, helping clients anticipate and comply with the evolving regulatory environments.
We help clients implementing effective compliance procedures, closely tailored to their particular business and associated legal risks.
In conducting a compliance review, we work closely with management and in-house counsel to identify issues that pose the highest risks for potential violations and to review relevant business practices, including those to determine whether the practices need to be changed.
The firm specialized in all corporate governance problems, across a variety of disciplines.
Effective governance requires mastery of the rules. Governance involves detailed rules but also general principles: we help the boards and management teams define the conditions under which they can manage their business.
We advise financial institution on a variety of matters, including financial regulatory, capital markets, M&A, compliance and enforcement
Mergers & Acquisitions
Torresi e Associati provides advice on Mergers & Acquisitions and other types of transactions, including joint ventures and strategic alliances, carveouts and divestitures, friendly and contested situations, leveraged buyouts and other types of transactions.
Deep and consolidated expertise in the discipline of listed companies.
Financial Market and Market Regulations
The firm has substantial experience in financial markets and market regulations. We specialized in the discipline of listed companies and all the typical issues of such companies, especially in relation to the correct fulfillment of the disclosure and supervisory requirements, the regulations on ownership structure, transactions with related parties, treatment and disclosure of regulated and price sensitive information, prevention of market abuse, with reference to both ordinary and extraordinary corporate events, as well as the correct definition of the structure of corporate governance as required by applicable regulations and its concrete and correct implementation.
We have a deep knowledge of the legislation (Consolidated Finance Act) regulations (Consob Regulations, Rules and Instructions Italian Stock Exchange) other regulation measures (Consob Communications, decrees, etc..).
We advise listed companies implementing internal regulations and organizational procedures in compliance with the legislation (Consolidated Finance Act) regulations (Consob Regulations, Rules and Instructions Italian Stock Exchange) other regulation measures (Consob Communications, decrees, etc..):
- inside information;
- list of persons having access to inside information;
- internal dealing;
- transactions with related parties;
- internal control system;
- remuneration of directors and key figures of the company;
are some of the areas on which we are prepared to act for our clients. The firm assists the competent corporate function preparing the general remuneration policy and compensation plans, also based on the assignment of financial instruments. The Firm assists Italian and foreign companies, both listed and unlisted, industrial concerns, banks, insurance companies and financial companies with the full range of corporate governance issues, including:
- the determination of shareholder rights;
- the of administration and control systems;
- the structure of the corporate decision making bodies;
- the adoption of systems complying with recommendations regarding the Italian Stock Exchange’s Self Disciplinary Code.
Outsourcing of corporate functions
Outsourcing of the corporate secretarial functions is an highly tailored service to all corporations that for organizational reasons wish to delegate the monitoring, execution and supervision of corporate obligations.
We help clients execute the statutory requirements relating to meetings of the Board of Directors, the shareholders’ meeting, the internal committees.
Issuers are required to update their shareholder registers in accordance with the communications and notifications made by the intermediaries and the central depositories.
We update the shareholders’ register on behalf of our clients, through permanent electronic link with the central depositories (Monte Titoli S.p.A.).
We assist listed companies in all phases of the shareholders’ meeting, by appropriate electronic systems that ensure full compliance with the special regulations, from the right to attend shareholders’ meetings and the exercise of voting rights, to the voting procedures and the disclosures obligation.
We have a deep knowledge and consolidated expertise in all the matters related to market abuse.
The firm provides assistance regarding issuers’ duties of disclosure and internal procedures required to all the relevant subjects.
Tax advisory across a broad spectrum of transactions and tax matters.
Tax Mergers and Acquisitions
We play our role in structuring and negotiating business combination, working closely with layer in all kind of transactions: mergers and acquisitions, spinoffs and other divestitures.
Tax Litigation and controversy
The tax litigation practice handle partnership taxation, debt-equity issues, intercompany pricing, interest capitalization and allocation, accounting for bad debts, amortization of intangibles, withholding taxes, foreign tax credit issues.
Our tax controversy clients include domestic and foreign partnerships and corporations.
With our network we can provide integrate assistance on international taxation.
Tax Planning and Tax Restructuring
We help our clients develop the optimal tax structure minimizing taxable income and achieving the optimum tax treatment.
The firm advises on the tax aspects of reorganizations and other restructurings.
Transfer Pricing and Intercompany Pricing
Transfer pricing regulations impose specific documentation requirements as well as significant penalties in case intercompany transactions are not satisfactory for tax authorities.
Torresi e Associati helps clients to ensure that prices charged for intercompany transactions satisfy tax authorities on all side and to prepare the documentation required by law.
Advisory upon acquisition, business combination, due diligence activities.
Mergers and Acquisitions transactions
Torresi e Associati provides financial advisory activity and assist clients with strategic advice and support in mergers & acquisitions through all phases and aspects of the transactions.
The firm is able to offer its services across a wide range of industries.
We assist our clients in all phases of the negotiations, providing financial, accounting and tax due diligence, pre and post deal consulting services, assistance with negotiations.
Valuation of businesses, operations and shareholdings
Preparation of business plans
Capital structure optimization
Assistance with the listing process
Assistance with financing negotiations
Specialized in domestic and IFRS accounting principles. Our clients are foreign investors and holding companies with business in Italy.
The firm is prepared to cover a full outsourcing of the complete accounting and reporting services in Italy for domestic and foreign corporations. The services include:
– Bookkeeping services
– Tax assistance
– Ongoing advice and assistance on ordinary and extraordinary corporate events
– IFRS monthly, quarterly, year-end reporting
Torresi e Associati has substantial experience in providing IFRS assistance.
We help organizations to address IFRS in a comprehensive way, identifying the IFRS adjustments and preparing clients for IFRS conversion.
We can prepare and review the groups’ accounting and consolidation manual.
Among other services, we provides:
- valuation and impairment testing in accordance to IAS36
- purchase price allocation (PPA) related to business combinations in accordance to IFRS3
- IFRS conversion
- IFRS reporting packages for consolidation purpose;
- reconciliation from Italian GAAP to IFRS.
We assists corporation, listed and unlisted, to carry out all the activities pursuant to Legislative Decree No. 231/2001.
Torresi e Associati assists listed and unlisted companies on companies’ responsibility regulated by Legislative Decree n. 231/2001, through a tailored drafting, review and implementation of the organizational models and procedures pursuant to Legislative Decree No. 231/2001.
The organizational model adopted pursuant to Legislative Decree No. 231/2001, aims at preventing offences that can result in liability for the company.