Profile
Francesca Torricelli represents clients in corporate governance matters, domestic and cross-border mergers and acquisitions and private equity transactions, also directly managing golden power clearances.
She has been involved in the restructuring of Italian-listed and unlisted companies’ corporate governance systems and in the implementation of management incentive plans, either by issuance of stock options or by adoption of carried interest or performance fee incentives.
Francesca has also broad experience in corporate and financial litigation before national courts as well as in domestic and cross-border arbitration proceedings and alternative dispute resolution methods.
Concentrations
- Corporate governance
- Domestic and Cross-border M&A
- Private Equity transactions
- Golden Power clearances
- Corporate and financial litigation
- Arbitration & Mediation
- General corporate and commercial contracts
Capabilities
Experience
- Advises companies in the day-by day business activity, also acting as member of the board of directors.
- Advises clients (including listed companies) on group reorganizations and corporate governance models.
- Represented a main supplier in the automotive industry in Italy, in an abuse of economic dependence case towards the Italian leading automotive industry operator.
- Assisted a Luxembourg company in claiming damages against the other existing shareholders/members of the BOD, based on the omission of any information concerning the planned sale of the company to third parties.
- Advised a large UK hedge fund after its relevant investment in the share capital of an Italian listed bank, in the litigation arose out from the losses suffered by the fund which have proved to be due to fraudulent misconduct of bank’s directors in issuing and negotiating OTC derivative products.
- Represented an Italian company operating in the NPL and securitization market in a litigation where the client was sued for an alleged discrimination (i.e. an alleged lack of information), in the sale process of the share capital majority.
- Assisted a leading IT operator in various stand-alone competition cases brought by commercial partners.
- Assisted Italian players of the real-estate market in litigations before Italian Courts, Chambers of Arbitrations and/or with ADR methods.
- Advised the Italian founder of a renowned International School in Milan in the litigation arose with the UK private equity fund, after the takeover of the majority stake on behalf of the fund.
- Assisted Azzurra Capital in the transaction concerning the entry of Azzurra Capital into the share capital of Gruppo Desa S.p.A., a family-owned company in the detergents and personal care sectors.
- Assisted a Lux Company in (i) the sale of 100% of LDO share capital to Opocrin S.p.A. (an Italian pharmaceutical company), together with its controlled companies (Italian, Luxemburg, Mexican and Chinese), and (ii) in its re-investment in the Company of the Buyer (an Italian pharmaceutical company), which has been realized both by means of equity and hybrid instruments subscription.
- Assisted a UK Private Equity investor in acquiring the majority stake of an Italian consumer credit company controlled by an Italian bank.
- Represented an Italian operator in the acquisition of one of Italy’s most famous luxury hotels in the acquisition of the following MLBO.
- Assisted the Netherlands subsidiary of an Italian group of companies in the reverse cross-border merger into the Italian controlling entity.
- Assisted an Italian group of companies operating in the EU steel industry in selling a 50% stake to a large American group of companies active in steel, by structuring NewCo as well as the Joint Venture agreements between the two shareholders.
- Represented a well renowned U.S. group of companies active in the entertainment sector in acquiring a European group of companies in a multijurisdictional transaction, where the Italian target companies have been reorganized in terms of group structure and corporate governance model.
- Advised both Italian and foreign clients before ICC courts as well as before the Milan Chamber of Arbitration.
- Advised Italian clients in ADR proceedings held by local Courts, by ADR centers as well as by Milan Chamber of Arbitration.
Recognition & Leadership
- Shortlisted, Euromoney Legal Media Group, Women in Business Law Awards Europe, Middle East, and Africa (EMEA), "Corporate Governance Lawyer of the Year," 2022
- Listed, EMEA Legal 500, Commercial, Corporate and M&A, 2022-2024
- Member, Milan Bar Association, 2006
- Nedcommunity, 2023
Credentials
Education
- J.D., University of Milan
Admissions
- Italy (admitted to Supreme Court)
Languages
- Italian, Native
- English, Fluent
- Portuguese, Conversational