SME and Private Equity Targets Solutions

Our change of ownership services, addressed both to the businessman/seller and to the new investor, refer to expansion capital, replacement and turn-around situations, through extraordinary operations of:

  • change in the shareholding structure to open up the capital to financial and/or industrial investors;
  • entry of the company into regulated markets (listing on the Stock Exchange or issue of listed debt instruments);
  • access to structured finance instruments.

Pre-Operation Services

Support to verify the coherence of the strategy and the organization with the expectations of the investors, in order to make the necessary corrections to make the Target more attractive in the selection process of the new investor:

  • Analysis of the congruity of the company’s strategy with that of a potential investor;
  • Analysis of organizational structure and highlighting gaps against investor requirements;
  • Review of decision-making processes (establishment of Executive Committees/ review of the Management Control function);
  • Drafting of the Business Plan and Business Information Memorandum.

Assistance in negotiations

Support the operating partner and/or management in aspects related to:

  • Assist in finding the best partner based on size, industry and growth expectations;
  • Negotiation and definition of management autonomy and powers granted to newly appointed members of the Board of Directors;
  • Negotiation and definition of incentive plans for operational personnel (directors, managers, employees);
  • Definition of investor exit rules and awards (equity and/or monetary) given to operating partners.

IPO and Listed Companies Services

  • Analysis of corporate governance and control structures;
  • Analysis of critical success factors, business risks and performance indicators;
  • Analysis of control procedures for key operational cycles and processes;
  • Identification of areas of mismatch and Road Map for alignment;
  • Adoption of Corporate Governance Code principles and definition of related policies and procedures;
  • Preparation of procedures relating to the Reporting and Management Control System (in line with Law 262/2005);
  • Compliance with Market Abuse regulations;
  • Adoption of organizational models pursuant to Legislative Decree 231/2001;
  • Development of Fast Close procedures;
  • Preparation of internal descriptive document and Management Control System Memorandum;
  • Support in the preparation of the Business Plan and QMAT;
  • Sharing of documents with the Sponsor and the External Auditor;
  • Issuing Comfort Letters to the Sponsor on:
    • Management Control System;
    • Business Plan;
    • Other non-accounting data included in the Prospectus;
  • Training of company personnel on new governance and internal control rules;
  • Start-up of Internal Audit and Risk Management activities;
  • Implementation of Model 262 and Model 231;
  • Monitoring of the Action Plans communicated to Borsa Italiana and Consob at the time of admission to listing.

Investor Services

For small-mid market operations, the intervention includes:

  • Strategic Analysis – review of strategy, Business Plan and identification of critical issues;
  • Analysis of the organization with identification of the impacts according to the growth envisaged in the Plan;
  • Detailed analysis and breakdown of the value creation drivers envisaged in the Plan;
  • Identification of potential points of intervention on costs and working capital for value creation.

Quick Assessment

For small operations:

  • Strategic analysis;
  • Analysis of the organization as a function of strategy;
  • Identification of potential points of intervention on costs and working capital for value creation.

Business Due Diligence

For small-mid market operations, the intervention includes:

  • Strategic Analysis – review of strategy, Business Plan and identification of critical issues;
  • Analysis of the organization with identification of the impacts according to the growth envisaged in the Plan;
  • Detailed analysis and breakdown of the value creation drivers envisaged in the Plan;
  • Identification of points of intervention on costs and working capital for the creation of value.

Short Action Plan

Determination of the first activities to be carried out immediately after entry. This is the so-called 100-day plan, which can be developed by the investor even before entry. Our intervention covers:

  • definition of the plan and related activities;
  • assistance with implementation;
  • periodic verification of the project progress.

Performance Optimization

As described in the appropriate section, our services extend to projects of:

  • working capital optimization;
  • optimization of performance through cost saving plans in the operational area or on overheads.

Due Diligence (Forensic and arbitration)

  • Assistance during episodes of fraud and corruption, accounting irregularities and issues during judgments, arbitrations and litigation and in the research phase, analysis and interpretation of evidentiary material;
  • Interdisciplinary approach to:
    • corporate investigations;
    • Accounting, legal, administrative and financial due diligence;
    • anti-corruption and fraud investigations;
  • Support in the search for information and documents during extraordinary operations;
  • Analysis and in-depth analysis of suppliers, personnel, new markets, trading counterparties and investments in the process of being acquired.