"Minds are like parachutes, they only function when open."

(unknown author)
Innovation and start-ups; internazionalization; M&A and contracts; commercial, corporate and bankruptcy litigation
Direct relationship with the client manager, brief opinions, clear language
We think in an entrepreneurial and commercial way: the law must be a help to companies, not a brake on business.
We provide assistance at through modern communication systems (Telegram, Slack, Meet).
Customised fee structure and clear quotations.
Expertise

Vertical experience

on the following matters:

Professionals

Our Lawyers

Raffaele Battaglini (LL.M.)

Fondatore

He deals with innovation and internationalization of companies, commercial contracts and M&A deals. He assists consolidated companies and start-ups in the design, implementation and development of innovative, technological and international projects, with particular focus on digitization, blockchain, smart contract, token issuance and legaltech.

After graduating in 2005 from the Faculty of Law of the University of Turin, he obtained a LL.M. post-graduate Master's degree in Innovation, Technology and the Law at the University of Edinburgh in 2006.

Subsequently, he trained in the M&A department of Studio Legale Gianni, Origoni, Grippo & Partners specializing in national and international commercial contracts and corporate law.

He had the opportunity to experience the internal dynamics of a company thanks to a period of secondment in the in-house legal department of a multinational company active in the energy sector where he followed M&A deals, the procurement function and the aviation sector.

Until 2017, he was Common Representative of Bondholders of a company active in the automotive sector.

Co-organizer of Legal Hackers Torino, the first Italian chapter of the global Legal Hackers community made up of lawyers, academics and innovators which deals with the most pressing issues arising from the relationship between law and technology. Legal Hackers Torino periodically organizes conferences on new technologies such as blockchain, cryptocurrency, ICO, computational law, 3D printing and artificial intelligence.

He is currently a member of the blockchain roundtable within the Scientific Committee of San Marino Innovation S.p.A. and he is a member of the working group "Blockchains and Smart Contracts" at the European Law Institute.

Secretary General and Director of AGICONSUL - Association of Lawyers and Legal Consultants (an aggregate member of CONFINDUSTRIA Servizi Innovativi e Tecnologici) for which he is a regular speaker at conferences on the internationalization of companies and innovative start-ups.

He is a regular speaker and trainer in public and private events, in Italy and abroad, in the fields of digital innovation, legaltech, blockchain, smart contract, cryptocurrency and ICO.

He edited and authored the book "Blockchain and Smart Contract" published by Giuffrè Francis Lefebvre in November 2019.

Fluent in legal English.

Member of the Turin Bar Association.

Emanuela De Sabato

Fondatrice

Lawyer qualified to practise before the Superior Courts.

She deals with corporate, commercial and bankruptcy law, providing companies and directors with extra-judicial advice and judicial assistance (before ordinary courts and in arbitration) in the management of conflicts both within the company (between shareholders or between companies and directors) and with clients and suppliers following breach of contract.

These skills were significantly enhanced by three years' experience as a board member of a company operating in the children's publishing sector.

In addition, she advises companies in the process to become Benefit Corporation.

In the area of bankruptcy law, she deals in particular with the following aspects:

  • creditors side: lodging of claims and claw-back actions;
  • former directors' side: liability lawsuits;
  • procedural side: assistance to the trustee in the assessment of debts to be recovered, payments to be revoked and liability lawsuits.

She obtained, magna cum laude, a degree in Commercial Law in 2002 at the Faculty of Law of the University of Turin.

After collaborating, for about a decade, with two important law firms specializing in corporate, banking and bankruptcy law, she decided to focus mainly on corporate litigation and commercial litigation.

She carries out her profession with passion, curiosity and interest, providing rapid feedback and a constant presence according to the client's needs.

For years she has been a member of the Turin editorial staff of the magazine Giurisprudenza Commerciale, for which she has written numerous papers on bankruptcy and commercial law.

She speaks English and French and has excellent problem-solving skills.

She is a member of the Turin Bar Association.

Luigi Cantisani (LL.M.)

Junior Lawyer

He deals with commercial contracts, M&A deals, new technologies and data protection. He mainly assists start-ups and digital projects dealing with corporate matters, commercial contracts and GDPR compliance of online platforms, with particular attention to blockchain applications, smart contracts and token issuance.

Graduated in 2015 at the Faculty of Law of the University of Calabria, he started his law practice at the law firm of Prof. Renato Rolli, then completed it in the University of Calabria. During his traineeship he dealt with civil law, administrative law and related litigation.

He qualified as a lawyer in 2017.

In 2018, he obtained a Master LL.M. in International Trade Law at the International Training Centre of the International Labour Organization (United Nations agency), presenting a thesis on the application of blockchain technology to corporate governance.

In the same year, after an internship at a law firm specializing in data protection, commercial contracts and corporate transactions, he began his collaboration with Battaglini-De Sabato Law Firm.

Author of publications since 2015.

He manages, on behalf of legaltech projects, partnerships with prestigious national and foreign universities - such as Radboud University, University of Hull, IE University and University of Pavia - where he lectures on innovative topics such as the use of blockchain and smart contracts for contractual and dispute resolution purposes.

Thanks to these experiences and his passion for IT, he has developed the skills of the legal engineer, an emerging professional figure who plays the role of interface between legal experts and technology experts.

Fluent in legal English.

Member of the Turin Bar Association.

AFFILIATIONS
News
TFA (Trade Facilitation Agreement): il nuovo trattato WTO sul commercio internazionale
Dopo un percorso di quasi quattro anni, il 22 febbraio 2017 è entrato in vigore il Trade Facilitation Agreement noto come TFA (qui per scaricare): “il più grande accordo mai raggiunto nella storia del WTO” secondo le parole di Roberto Azevedo, Direttore-Generale dell’Organizzazione Mondiale del Commercio (World Trade Organisation - WTO). Storia In occasione della Conferenza di Bali del dicembre 2013 del WTO, i ministri hanno concordato il testo del TFA. Il 27 novembre 2014, i Paesi del WTO hanno adottato il relativo protocollo e, contestualmente, è entrato in funzione il TFA Facility, organismo costituito dal WTO per aiutare i Paesi in via di sviluppo ad implementare il TFA. Il 22 febbraio 2017, dopo la ratifica da parte dei due terzi dei Paesi WTO, il TFA è entrato in vigore nei Paesi elencati qui. L’Unione Europea, con effetto per i Paesi UE, ha ratificato il trattato il 5 ottobre 2015. Finalità e contenuti Il TFA ha lo scopo di rendere più veloci e meno costosi la movimentazione, il trasporto e la consegna dei beni nel commercio internazionale. Per fare ciò, il TFA interviene sui passaggi doganali alle frontiere introducendo previsioni volte a: rendere facilmente disponibili in Internet per ogni Paese le procedure (inclusi normativa, tempi e costi) inerenti importazione ed esportazione dei beni;semplificare e standardizzare i controlli doganali;favorire la cooperazione tra dogane e tra imprese e dogane. IL TFA è strutturato in tre sezioni. Sezione I: disposizioni per velocizzare le operazioni doganali (ad esempio semplificazioni procedure esistenti, introduzione di procedure standard internazionali, liberazione dei beni prima della determinazione di costi e tasse doganali);disposizioni per la cooperazione tra dogane;disposizioni per la cooperazione tra dogana e imprese (particolarmente interessante lo strumento del “advance ruling”). Sezione II: disposizioni inerenti le modalità e le tempistiche di implementazione del TFA nei Paesi in via di sviluppo. Sezione III: costituzione di un Comitato permanente presso il WTO e in ogni Paese membro per il monitoraggio dell’implementazione e degli effetti del TFA. Impatti IL WTO ha prodotto un fact sheet da cui emergono i seguenti dati: 14,3% di riduzione media globale dei costi con Paesi africani e in via di sviluppo;47% di riduzione media del tempo per importazione;91% di riduzione media del tempo per esportazione;2,7% di crescita annua globale export;0,5% crescita annua PIL globale. Secondo il WTO, i Paesi in via di sviluppo beneficeranno in media di più dei Paesi sviluppati. Sull’Autore: Raffaele Battaglini (LLM. presso The University of Edinburgh) si occupa di internazionalizzazione e di innovazione delle imprese.
Guide to Italian Innovative SMEs for Foreign Investors
Recently, Italy took one step further into the innovation field and passed a specific law on small and medium enterprises (“SMEs” known as “PMI” in Italy) showing innovation-oriented characteristics. As of 2 January 2017, there are 373 Innovative SMEs in Italy. Innovative SMEs share many of the special rules applied to Innovative start-ups discussed in my previous post so I encourage you to read it first. Innovative SMEs: requirements In order to be recognised as Innovative SMEs, the following requirements must be met: limited liability company (società a responsabilità limitata under Italian law) or joint-stock company (società per azioni under Italian law);headquarter in Italy or in a EU country with a branch in Italy;certified balance sheet;unlisted shares;turnover no higher than € 50 millions;no more than 250 employees;at least two of the following criteria: (i) R&D expenses equal or higher than 3% of the total costs, (ii) at least ⅕ of the personnel is PhD graduated or students, (iii) at least ⅓ of the personnel is properly graduated or (iv) it is the holder/licensee of a patent or software. Innovative SMEs: benefits and exceptions Innovative SMEs have access to several tailored-made rules generally not applicable to other companies. Corporate law The shareholder assembly of the Innovative SMEs may postpone any decisions concerning financial losses affecting the share capital of the company up to two years. The by-laws may regulate shares with different rights and obligations including: shares with no voting rights;shares with voting rights limited to certain matters or subject to certain conditions;shares with non proportional voting rights. Financing and investments Innovative SMEs, as innovative start-ups, may raise financing through the equity crowdfunding platforms which are open to the public. Workforce and other costs The work- for-equity model is applicable to Innovative SMEs. Therefore, personnel and external consultants may be paid with stock option plans and shares. Also, this kind of remuneration is not considered as income. Italy as a Country for Innovation Italy is positioning itself as one of the go-to Country for innovation regardless if the enterprise is a new company (start-up) or an established one (SME). Also, the pro-innovation laws discussed in the present post and in the previous one sum up with several fiscal incentives to foreign direct investments (inbound investments) and to internationalisation (outbound investments). With this post, my "Guide" dedicated to Foreign Investors willing to enter the Italian market ends. I hope it is useful to all of you for your decision-making process about investing in Italy. For any further discussions or questions, you are free to contact me in the comment section below or via email. About the Author: Raffaele Battaglini (LLM. at The University of Edinburgh) is a lawyer expert in international contracts and M&A, innovation and startups.
Italian Innovative Startups: a Guide for Foreign Investors
In 2012, Italy passed a specific law on startups aiming at fostering innovation and young talents. In the most recent years, further innovation-oriented laws have been passed and today Italy is a fundamental player in the european and international ecosystem of innovation. Italian innovative startups are more than 6.000 and are active in the most relevant fields of innovation: internet of things;virtual and augmented reality;biomedical;agtech;cleantech;fintech;insuretechfashion;food;automotive;3D printing. I have been advising several innovative startups in the recent years and only now I see International VCs and Funds actively looking at Italian startups for their investments. So it is the right time to clarify and point out several peculiarities of Italian innovative startups to the benefit of foreign investors which may not immediately understand why Italian startups represent a growing and unique market. Innovative Startups: requirements Only limited liability company (società a responsabilità limitata under Italian law) or joint-stock company (società per azioni under Italian law) meeting the following requirements can be acknowledged as “innovative startups”: new company or established no more than 5 years before;headquarter in Italy or in a EU country with a branch in Italy;development, manufacturing and sale of innovative products or services with high technological value;turnover no higher than € 5 millions;no dividends distribution;it is not the result of a merger, a spin-off or the sale of a business as a going concern;at least one of the following criteria: (i) R&D expenses equal or higher than 15% of the total costs, (ii) at least ⅓ of the personnel is PhD graduated or students, (iii) at least ⅔ of the personnel is properly graduated or (iv) it is the holder/licensee of a patent or software. The label innovative startup brings along two fundamental consequences: access to several tailored-made rules not applicable to other companies;being part of the innovation market where VCs and Funds interest is focused. Innovative Startups: benefits and exceptions Corporate law Innovative startups may be established through an online procedure which does not require the involvement of any Notary Public: this means a faster and cheaper way to start business. It is worth mentioning that such an online incorporation process include a standard by-laws which may be tailored according to the specific needs of the founders. Startups are heavily dependant on R&D, usually achieve positive results after three/five years and failure is more likely than not. Therefore, in the event of financial losses affecting the share capital of the company, the shareholder assembly of the innovative startups may postpone any decision up to two years later;the innovative startups are not subject to bankruptcy but to a peculiar procedure to cope with the insolvency status. Startups need several rounds of financing from external investors which might be professional or private so the by-laws of the company may provide for shares with different rights and obligations including: shares with no voting rights;shares with voting rights limited to certain matters or subject to certain conditions;shares with non proportional voting rights. Financing and investments Innovative startups may access the equity crowdfunding platforms in order to collect the required financing from the public. Also, investments in innovative startups benefit from a fiscal discount which, up to 2016, is 19% of the investment. The draft fiscal law currently under discussion in the Italian parliament establishes a fiscal discount equal to 30% of the investment. Workforce and other costs Personnel and external consultant may be paid with shares and stock option plans according to the work-for-equity model. And this kind of remuneration is not considered as income. Employees may be paid with a retainer fee plus a success fee based on the net result of the company. Innovative startups do not pay the filing fee and the annual fee at the Registry of Companies. Final thoughts The Italian market of, and for, innovative startups is fast growing and Italy is well positioned in Europe as a leading country for innovation. In particular, the EU Commission appointed Turin - the city where I am based in - as the Second European City for Innovation after Amsterdam and before Paris. Next post will be again focused on innovation in Italy: I will be discussing about Innovative SMEs. About the Author: Raffaele Battaglini (LLM. at The University of Edinburgh) is a lawyer expert in international contracts and M&A, innovation and startups.