BRESCIA MICCOLI E ASSOCIATI - STUDIO LEGALE

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STUDIO LEGALE
                  BRESCIA MICCOLI E ASSOCIATI

About us                                                Our approach
__________________________________________              __________________________________________

The firm was set up in 2007 by Marco G. Brescia         Our aim is to provide clear, concise and practical
and Giampiero Miccoli together with Alberto             advice based on an in-depth knowledge of the
Montanari under the name “Studio Legale                 legal, regulatory and commercial environment
Montanari Brescia e Associati”. The firm provides a     within which our clients operate.
broad range of corporate and business services to
its clients, which are both domestic and foreign,       Our services are tailored to the needs of individual
approximately on a 50/50 basis; in particular, the      clients. Each client has a dedicated lawyer who
firm advises and assists its foreign clients in         coordinates the teamwork and is directly
establishing and operating their business in Italy.     responsible to meet client requirements efficiently
                                                        and promptly.
The firm is active in domestic and cross-border
corporate transactions, mergers, acquisitions and       Our core values embrace operating to the highest
joint ventures, as well as in equity investments and    professional standards with a strong commitment
change of control transactions, assisting its clients   to quality of service, cost-effective legal advice and
in the adoption of the most suitable corporate          building supportive and long-lasting relationships
governance.                                             with clients.

The firm also provides its clients with litigation,
arbitration and dispute resolution capabilities,        Our people
mainly in corporate and commercial law.
                                                        __________________________________________
In the course of their practice, the members of the
                                                        We recognize the importance of the contribution
firm have built close working relationships with
                                                        of all our people towards enhancing client service.
specialists, agencies, authorities and several
                                                        We foster consultation and the free flow of ideas
international law firms: such relationships
                                                        and know-how among our lawyers aiming at
represent an asset to the firm. Being an
                                                        obtaining efficient teamwork and an open and
independent law firm, we are not restricted by
                                                        effective working relationship. Thus, we invest
exclusive alliances and are therefore free to work
                                                        time and efforts in recruiting and training the
with the most qualified professionals for each
                                                        highest qualified attorneys from the most
particular matter in order to ensure that our
                                                        prestigious Italian law schools.
clients obtain the best possible advice and
representation, and benefit from our well-
                                                        We also recognize that a significant international
established network whenever the advice of other
                                                        experience is a key component in understanding
professionals is required.
                                                        and serving the business objectives and needs of
                                                        our domestic and foreign clients.
The firm’s domestic and international clients range
from privately owned to publicly listed companies,
multinationals and private equity funds.

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Studio Legale Brescia Miccoli e Associati

Our lawyers have excelled in their academic            may be involved, such as manufacturing,
education. Some of them have studied in premier        distribution, re-sale and supply agreements,
foreign legal institutions and have the experience     general terms and conditions of purchase and sale,
of working abroad as foreign associates at leading     public and private work contracts, licences,
international law firms.                               franchising, agency and business finder
                                                       agreements, and the like.

Practice areas                                         We assist our clients in each phase of the
                                                       commercial agreement, from the identification of
__________________________________________
                                                       the correct legal instrument to be adopted, to the
Our core areas of business law include corporate       drawing up and negotiation of the contractual
law and mergers and acquisitions, commercial law       documents, up to closing.
and dispute resolution. We also provide advice in
several additional fields which are complementary      Real Estate Transactions
to our full-service business law practice, including
intellectual property, competition law, labour law     The firm has built up a strong experience in the
and bankruptcy.                                        negotiation of lease agreements on behalf of
                                                       Italian and foreign clients, having as their subject
                                                       matter the so called “big leases” of commercial
Corporate, Mergers and Acquisitions                    real estate premises (such as executive offices,
                                                       production plants). Also, the firm is specialized in
We are able to provide efficient and timely            assisting its clients of the retail sector in the
assistance in any matter of corporate law and          acquisition of shops destined to retail sale, as well
mergers and acquisitions, in particular in             as branches of business having as their subject
identifying the structure of the transaction, in the   matter points of sale within shopping malls or
due diligence exercise, in joint ventures,             outlets.
shareholders’ agreements, spin-offs and corporate
restructurings,    corporate    governance      and    Corporate and Commercial Litigation
antitrust.
                                                       We assist clients in structuring strategic and cost-
The firm was involved in various corporate and         effective dispute resolution programs, also by
antitrust aspects relating to the implementation in    means of arbitration proceedings. Our expertise
Italy of major acquisitions at European level.         extends from pre-litigation advice to injunctive
                                                       relief and provisional measures to full
Businesses are counselled in connection with their     representation before all Italian courts in all fields
ongoing corporate and contractual matters. Start-      of corporate and commercial law. We have acted
up companies and investors are represented in          as counsel in disputes involving parties from
venture capital and private equity transactions.       around the world and different types of
                                                       commercial transactions.
Commercial Law
                                                       We also advise creditors and companies in
We provide assistance to our clients with respect      bankruptcy and reorganization proceedings.
to any kind of contract in which entrepreneurs

www.mbalex.it                                                                                         Page 2
Studio Legale Brescia Miccoli e Associati

Competition Law

We advise our clients on the impact of
competition law on their commercial practices and
agreements. We also prepare notifications to the
Italian Antitrust Authority in the context of
mergers and acquisitions and joint ventures.

                                                    5%
                     10%                                               15%

                30%
                                                                           40%
                      Corporate
                      M&A
                      Contracts (incl. real estate transactions)
                      Dispute resolution (incl. arbitration)
                      Other

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Studio Legale Brescia Miccoli e Associati

MEMBERS OF THE FIRM

Marco G. Brescia

Professional Profile                                  Education

Marco's main areas of practice include mergers        Doctor of Jurisprudence, University of Genoa, 1962
and acquisitions, contracts, corporate and
commercial law.                                       Institute of Comparative Law at New York
                                                      University School of Law (M.C.J.), 1976
During his career Marco handled several cross-
border       acquisitions  representing   major
multinational corporations. He was also actively      Bar Admittance
involved in the privatization process of some
Italian entities.                                     Admitted as Avvocato, 1968

Marco advises on the formation and management
of companies, merger and acquisition transactions     Languages
and has held various directorship positions in the
Italian subsidiaries of major corporations.           Italian
                                                      English
His publications include "Offer to the public to
                                                      French
purchase securities (in short form, "OPA") under
Italian law", "Cross Participations in Italy"
published in the "Journal of the Japanese Institute
of International Business Law" respectively in
September 1989 and August 1990. “Setting up of
the European Works Council in Community-scale
undertakings” published in “Diritto e Pratica del
Lavoro” no. 34, September 1996. "Public M&A
market in Italy" published in the Global Counsel
Handbooks, Mergers and Acquisitions, 2004/05
Edition.

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Studio Legale Brescia Miccoli e Associati

Giampiero Miccoli

Professional Profile                                    Education

Giampiero's main areas of practice include              Doctor of Jurisprudence, University of Naples,
mergers and acquisitions, commercial contracts,         1998
corporate and competition law.

Giampiero handled several private equity                Bar Admittance
transactions and through his working experience
has built up a specific knowledge in the                Admitted as Avvocato, 2002
information and communication business, in the
construction business, as well as in industrial         Admitted and qualified to defences before the
sectors such as automotive, chemical and                Supreme Court ("Corte di Cassazione"), 2018
pharmaceutical.

Giampiero advises on the formation and                  Languages
management of companies and holds various
directorship positions in the Italian subsidiaries of   Italian
major corporations.                                     English

Giampiero has gained an extensive experience
abroad, working at Taft, Stettinius & Hollister
(Cincinnati, Ohio, USA), Stephenson Harwood
(London, England) and Bär & Karrer (Zurich,
Switzerland).

www.mbalex.it                                                                                         Page 5
Studio Legale Brescia Miccoli e Associati

Paola Maj

Professional Profile                                      Education

Paola’s main areas of practice include corporate          Doctor of Jurisprudence, University of Castellanza
and commercial law, mergers and acquisitions, as          (Varese), 2004
well as commercial contracts.

Paola assists domestic and foreign clients in the         Bar Admittance
context of transactions for the purchase of
companies and businesses, and investment                  Admitted as Avvocato, 2007
transactions.

Paola assists clients also with respect to contracts      Languages
recurring in the ordinary and extraordinary course
of business, such as joint venture, distribution and      Italian
agency agreements and work contracts; in the              English
latter field, Paola assists clients also in the various   Spanish
phases of public and private tenders.

Paola has built up a strong experience in the retail
sector, assisting clients mainly within the frame of
re-sale and franchising agreements, lease
agreements and business leases having as their
subject matter points of sale in shopping malls and
outlets.

Paola has attended courses at the “Universidad
Complutense” of Madrid, Facultad de Ciencias
Económicas y Empresariales.

www.mbalex.it                                                                                           Page 6
Studio Legale Brescia Miccoli e Associati

Agostino Frau

Professional Profile                                  Education

Agostino’s main areas of practice include             Doctor of Jurisprudence, University of Cagliari,
corporate law and M&A transactions such as            2009
mergers and demergers, acquisition and
divestment of participations, businesses or their
branches and setting up of joint ventures.            Bar Admittance

Agostino assists the firm’s clients in any aspect     Admitted as Avvocato, 2013
pertaining to commercial contracts, mainly in the
field of services agreements, lease agreements for
commercial use and lease of businesses or their       Languages
branches.
                                                      Italian
During his working experience Agostino gained a       English
sound experience and knowledge in civil litigation,
also with reference to credit collection and
bankruptcy law, having assisted leading banks and
insurance companies in this field.

www.mbalex.it                                                                                       Page 7
Studio Legale Brescia Miccoli e Associati

Beatrice Masi

Professional Profile                                    Education

Beatrice’s main areas of practice include               Doctor of Jurisprudence, University of Bari, 2001
commercial law, providing assistance to Italian and
foreign clients.
                                                        Bar Admittance
During her career, Beatrice has achieved a
significant experience in Italian and international     Admitted as Avvocato, 2004
commercial contracts, franchising, agency and
distribution and has assisted clients in establishing
franchising networks, to which she provides now         Languages
day-to-day advice. Beatrice also manages civil
litigations both in Court and out of Court through      Italian
arbitration.                                            English

She has worked on several acquisitions of
companies, in different sectors, from the due
diligence phase to the drawing up of the
contractual documents.

In addition, she has accrued specific skills in
privacy and personal data protection issues.

www.mbalex.it                                                                                         Page 8
Studio Legale Brescia Miccoli e Associati

Valentina Novello

Professional Profile                                  Education

Valentina’s main areas of practice include            Doctor of Jurisprudence, University of Padova,
commercial contracts, with particular reference to    2007
distribution contracts, commercial leases and
business leases, as well as corporate transactions
and civil litigation.                                 Bar Admittance

During her working experience Valentina has           Admitted as Avvocato, 2011
assisted clients also with reference to bankruptcy
proceedings and credit collection, in court and out
of court, and has built up a specific knowledge in    Languages
execution proceedings.
                                                      Italian
Valentina assists domestic and foreign clients also   English
in connection with privacy matters and in the
context of compliance with Law no. 231/2001.

www.mbalex.it                                                                                       Page 9
Studio Legale Brescia Miccoli e Associati

Giulia Costa

Professional Profile                                    Education

Giulia’s main areas of practice include corporate       Doctor of Jurisprudence, University of Trento,
and commercial law.                                     2014

Giulia assists domestic and foreign clients in the
context of mergers and acquisitions, in the             Bar Admittance
management of corporate governance fulfillments,
in the negotiation of commercial leases and             Admitted as Avvocato, 2018
business leases and, generally, of contracts
relating to ordinary business activity, as well as in
the context of participation to tenders, including      Languages
public tenders.
                                                        Italian
Giulia has attended courses at the Maastricht           English
University Faculty of Law, The Netherlands, and         German
has served an apprenticeship at the law firm
Fuesser & Kollegen, Leipzig, Germany.

www.mbalex.it                                                                                        Page 10
Studio Legale Brescia Miccoli e Associati

Samuele Lazzaro

Professional Profile                                   Education

Samuele’s main areas of practice include               Doctor of Jurisprudence, University of Milan, 2014
commercial contracts and civil litigation, assisting
clients also in credit collection practices and
bankruptcy law.                                        Bar Admittance

During his working experience Samuele has also         Admitted as Avvocato, 2018
provided judicial and extra-judicial assistance in
credit collection for major companies belonging to
the energy and telecommunications sectors,             Languages
gaining experience in enforcement procedures.
                                                       Italian
                                                       English

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Studio Legale Brescia Miccoli e Associati

Of Counsel

Laura Gringeri

                                                           Education
Professional Profile
                                                           Doctor of Jurisprudence, University of Milan, 1986
Laura’s main areas of practice include commercial
and corporate law; mergers and acquisitions;
commercial contracts; civil, commercial and                Bar Admittance
corporate litigation proceedings.
                                                           Admitted as Avvocato, 1992
During her career Laura handled several
acquisitions of companies and businesses, and              Admitted and qualified to defences before the
private equity transactions.                               Supreme Court ("Corte di Cassazione"), 2004

She also provides assistance to clients with respect
to contracts in which entrepreneurs may be                 Languages
involved (such as distribution agreements, agency
agreements and the like). Her expertise extends            Italian
from pre-litigation advice to representation before        English
all Italian courts in all fields of commercial and civil   Spanish
law, including litigation relating to credit               French
collection.

www.mbalex.it                                                                                           Page 12
Studio Legale Brescia Miccoli e Associati

Marco Resca

Professional Profile                                    Education

Marco’s main areas of practice include commercial       Doctor of Jurisprudence, Catholic University of
law, with particular focus on insurance law and         Milan, 1980
intellectual property law, as well as real property
law, providing legal advice both for general legal
matters and for litigation proceedings.                 Bar Admittance

During his career he has supplied his assistance to     Admitted as Avvocato, 1984
primary Italian and foreign multinational
companies, operating in the areas of                    Admitted and qualified to defences before the
manufacturing and services.                             Supreme Court (“Corte di Cassazione”), 1997

He also provides assistance with regard to drafting
of various agreements in which enterprises may be       Languages
involved, such as cooperation agreements, supply        Italian
agreements and distribution agreements.                 English
                                                        French
His expertise extends from pre-litigation advice to
representation before Italian courts in all fields of
commercial and civil law.

www.mbalex.it                                                                                        Page 13
Studio Legale Brescia Miccoli e Associati

Roberto Miccoli

Professional Profile                                Education

Roberto’s main areas of expertise include: legal    Doctor of Jurisprudence, University of Naples,
and operational aspects of outsourcing projects     1994
and management, data protection, intellectual
property, software licensing, IT TLC and            Master’s Degree in Law and Economics of the
technological contracts, commercial contracts,      European Communities (Scuola di Specializzazione
banking and financial law.                          in Diritto ed Economia delle Comunità Europee),
                                                    University of Naples, 1996
During his career at UniCredit Group Roberto held
directorship positions in Hungary and the Czech     Master’s Degree in Banking (Scuola di
Republic and handled several domestic and cross-    Specializzazione in Discipline Bancarie), University
border corporate transactions and outsourcing       of Siena 2001
projects.

                                                    Bar Admittance
                                                    Admitted as Avvocato, 1998

                                                    Languages
                                                    Italian
                                                    English

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Studio Legale Brescia Miccoli e Associati

Our offices are conveniently located in the heart
of downtown Milan, just a few steps from the
Duomo cathedral, La Scala theatre and the Brera
Art Academy.                                                   Studio Legale
                                                         Brescia Miccoli e Associati
The offices are also close to the Court of Milan,         4 Via Ciovasso - 20121 Milan
City Hall, the Police Headquarters and CONSOB                 Tel. +39.02.3211521
(the Italian Security Exchange Commission).                   Fax +39.02.32115252
                                                             e-mail: info@mbalex.it
Our offices are easily reachable by public                       www.mbalex.it
transport: three subway lines (red, green and
yellow) have stops nearby and the three major
railway stations (Centrale, Garibaldi and Cadorna)
are near at hand.

www.mbalex.it                                                                            Page 15
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