Strategy & Operations
We work alongside owners and management in major corporate transactions: acquisitions, disposals, mergers, bringing in new shareholders and generational handovers. From business valuation to due diligence, from negotiation to post-acquisition integration.
What we do
We define objectives, selection criteria and the scope of the transaction with the owner; we identify and qualify targets or potential buyers, manage the first approach and protect confidentiality through non-disclosure agreements (NDAs).
We estimate value using the methods set out in the Principi Italiani di Valutazione (PIV), the Italian valuation standards: discounted cash flow (DCF) and income methods, market and comparable transaction multiples, asset-based and mixed methods, with sensitivity analysis.
We turn the outcome of the valuation into a structured proposal: the price and its components, exclusivity, conditions precedent, timing. A clear document, finalised with the lawyers, reduces misunderstandings in the later stages.
We coordinate the financial, tax, legal and employment reviews and combine them with compliance due diligence: 231, privacy, NIS2, information security, environment and ESG, regulatory obligations in energy and telecommunications.
We assist the owner in negotiating price, adjustment mechanisms, earn-outs, warranties and indemnities, escrow and shareholders’ agreements, coordinating the legal and tax advisers towards a single objective.
We build the business plan for the transaction and the first-100-days integration plan: governance, processes, people, systems. We measure the indicators after closing to check that the assumptions hold.
For most companies a major corporate transaction is a rare event: a business is bought or sold only a few times in a lifetime, and each time the stakes are high. Every transaction confronts the owner with decisions that call for different skills: finance, tax, law, organisation, compliance. Rarely are they all available in-house, and rarely do those who hold them speak the same language.
The reference framework is a complex one. Valuation looks to the Principi Italiani di Valutazione (PIV), the Italian valuation standards issued by the OIV, and to the international IVS standards: recognised professional practice, but not binding by law. Where a transaction calls for expert reports with legal effect, as in contributions in kind or for the exchange ratio in mergers, these remain the preserve of the experts appointed under the law, with whom we coordinate our work. The Italian Civil Code governs the transfer of a business, including succession to contracts and liability for debts, and protects employees in a transfer (Article 2112 of the Civil Code). The transferee may be jointly liable, up to the value of the business, for taxes and penalties relating to breaches in the year of the transfer and the two preceding years (Article 14 of Italian Legislative Decree 472/1997): the certificate of outstanding tax liabilities requested before the deed can limit or exclude that liability, and it is one of the first documents we ask for during due diligence.
In the transfer of a business the transferee is also liable, within the limits of Article 33 of Italian Legislative Decree 231/2001, for the financial penalties imposed for offences committed in the business transferred; in share purchases and in mergers, by contrast, the company’s 231 liability remains unaffected (Articles 29 and 30). Above certain turnover thresholds, in any sector, merger control by AGCM (the Italian competition authority) or by the European Commission applies as well; in strategic sectors the special government powers (golden power) come into play and, in energy and telecommunications, so do the filings due to sector authorities and ministries: ARERA (the Italian energy regulator), AGCOM (the Italian communications authority) and the competent ministries.
We work alongside the owner and the management team throughout the process, from setting the strategy to monitoring after closing. We do not take the place of investment banks, law firms and accountants: we coordinate their work and bring it back to the only question that matters to those who decide. Does this transaction, on these terms, create value for the company?
Business valuation is the first step on that path. We apply several methods in parallel and make the assumptions explicit, because an estimate is useful only if the reader knows what it depends on. The result is a reasoned value range, not a figure to be defended at all costs.
Integrated due diligence is the second step. To the financial, tax, legal and employment reviews we add compliance reviews, from the 231 Model to sector regulatory obligations. Every finding is rated by likelihood and impact and linked to a lever in the negotiation: from price to warranties, through to the actions to be scheduled after closing.
The third step is the negotiation, where we accompany the owner through to signing. The fourth is integration, prepared before closing and measured over time against shared indicators: this is where many transactions lose the value they promised.
Our method
We meet the owner and the shareholders to clarify objectives and constraints, set out the strategy for the transaction in a shared document and define the timetable and the role of each party.
We identify and qualify the counterparties, gather the information covered by confidentiality agreements and estimate value using several methods, stating the assumptions and a reasonable value range.
We prepare the letter of intent (LOI) or the term sheet together with the legal advisers, agree exclusivity and the timetable and set up the due diligence programme.
We coordinate the reviews across every area and translate them into a risk matrix; we support the owner in negotiating the contract through to signing and closing, together with the legal and tax advisers.
We implement the integration plan with defined responsibilities and deadlines, measure the indicators agreed with senior management and adjust course against the business plan for the transaction.
Benefits
Deliverables
Frequently asked questions
There is no single figure: there is a reasonable range, which depends on the method, on the assumptions about future cash flows and on the context of the transaction. We apply several methods in parallel under the PIV standards, state every assumption and provide the company with a reasoned estimate, useful both in reaching a decision and in supporting the negotiation. The final price remains the outcome of the bargaining.
Yes, proportionate to size and risk. In a small business the most frequent liabilities concern tax, employment, contracts and compliance obligations: they come to light through targeted checks, not through an encyclopaedic review. We define the scope together, so that resources are concentrated where risk can genuinely affect the price or the warranties.
Through confidentiality agreements signed before any exchange of information, a data room with tracked access and a phased release of data: the most sensitive details, on customers and prices for example, are shared only once the negotiation is advanced. We also plan communication to employees, customers and suppliers with the company, respecting, where it applies, the trade union information procedure under Article 47 of Italian Law 428/1990.
Yes. On the sell side we prepare the business for disposal: we put data and documents in order in a data room, estimate value before opening discussions with the market, identify and qualify potential buyers and follow the negotiation through to closing. In a generational handover the same method serves to define value, roles and governance rules among family members.
Usually several months: the timeline depends on the availability of counterparties, the quality of the information, the complexity of the due diligence and on any notification procedures, such as merger notification to AGCM or notification under the golden power rules in strategic sectors. We set a realistic timetable at the outset and update it at each stage, because a transaction that drags on loses value and the parties lose momentum.
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Tell us your business priorities: in a first meeting with no obligation we look at your context and propose a concrete way forward, with clear timescales and measurable results.