Gary Louis Pietrantonio

Avv. Gary Louis Pietrantonio

Via Ivo Peli n. 49, Casalecchio di Reno (Bologna)

Nationality: American/Italian

Date of birth: 16.05.1978

Telephone number: +39 3389948216

• JD- summa cum laude- University of Bologna, Italy (2001).

• Post-graduation course: International Business Contracts (Polytechnic of London), summer 2001.

• Master in European Business Law (LL.M) at the University of Njmegen (the Netherlands) (2002).

• Ph.d at Bologna and Yale University (summer session 2006) on the regulatory aspects of the Italian financial market with a thesis on “The role of Consob after the implementation of the Market Abuse and Mifid directive”.

• Italian Bar Association (2005).

• Research associate at Bologna University (2013).

2013 - present: Fieldfischer, Bologna - Milan, Italy. Senior Manager.

• Advise public and private acquirers and targets in merger and acquisition (M&A) transactions.

• Advise public and private acquirers and targets in restructuring processes ruled by the Italian Bankruptcy Law;

• Advise senior management of public and private companies regarding general corporate matters as well as commercial matters.

• Advise foreign clients on establishing and operating their own distribution networks (i.e master franchising agreements, etc.).

• Advise clients on finding the property, and negotiate the legal paperwork for leasing and operating their flagship stores.

• Draft and review a wide range of documents, including Stock Exchange Regulator filings, merger agreements, stock and asset purchase agreements, limited partnership agreements, limited liability company agreements, articles of association, side letters, investment management agreements, subscription agreements, employment agreements, transfer of business concern, Join venture agreement, consignment agreement, agency agreement; lease and leasing agreement; “Turnkey” agreement; Security Package related to project financing operation; sponsorship agreement.

• Support CFO in IPO process; liaise with external legal counsels for drafting prospectus, International Offering Circular, and all ancillary documentation; negotiate with Banks terms and conditions of Engagement Letter and International Underwriting Agreement.

  Liaise with Stock Exchange Regulators. Advise CEO and CFO on corporate governance issues relating to newly acquired status of public company.

• Advise CEO in merger and acquisition (M&A) transactions. Assist CEO and top management in, and conduct negotiations with sellers.

  2015: (Secondment) General Counsel Affairs and Head of Restructuring department of Zucchi Bassetti S.p.A.. Rescaldina (Milan), Italy.

• Advise CFO (Giovanni Vacchi) in the coordination of restructuring process of Bassetti’s Group: (i) addressing the activities of the external legal consultant for the draft of the relevant documentation required by the Italian Bankruptcy Law; (i) negotiation with financial institutions involved in the restructuring process of the required undertaking related to the restructuring process; (iii) maintain institutional relations with the competent Italian Authorities involved in the restructuring process (i.e. Consob)

• Advise CEO in merger and acquisition (M&A) transactions. Assist CEO and top management in, and conduct negotiations with purchasers.

• Negotiate and draft legal documentation re. cross-border M&A transactions and joint venture agreements.

• Advise and support Sales Director in negotiations and drafting of Buy-and-Sell Distributor Agreements, License Agreements and Master Franchise Agreements.

• Advise Sales Director on antitrust law issues, unfair market practices, etc.

• Support Sales Director in negotiating and drafting co-marketing agreements, legal paperwork for private and public tenders.

• Support CEO in negotiating of, and draft Sponsorship Agreements with major sport team and governmental organizations.

• Ensure compliance of general trade terms of the Group, with foreign legislations.

• Advise top management on export related issues.

• Advise and assist CFO in negotiations and drafting of Treasury Centralized Management Agreement and long-term loan agreements as well as Master Financial Leasing Agreements.

• Support CEO negotiations of, and draft lease agreements for stores and show-rooms in Italy and abroad.

• Support sales personnel and HHRR director in negotiating and drafting sales representative agreements. Advise HHRR Director on labor law issues.

• Devise and implement Group’s Compliance Program (in accordance with anti-bribery laws).

  2009 - 2013 KPMG, Bologna – Milan, International Legal Services dept., Senior Associate.

• Advise US-based multinational group of companies in M&A transactions.

• Advise senior management of public and private companies regarding general corporate matters, employment law matters, as well as anti-trust law issues.

• Support clients in devising and implementing group re-structuring projects.

  2007 – 2009 DLA PIPER Law Firm, Milan, Italy. Associate.

• Draft and review a wide range of documents, including Stock Exchange Regulator filings, merger agreements, stock and asset purchase agreements, limited partnership agreements, limited liability company agreements, articles of association, side letters, investment management agreements, subscription agreements, and employment agreements.

  LANGUAGES

  Italian and English. Working knowledge of French.

Formerly, lecturer of European Community Law at the University of Bologna and the University of Urbino. Regular speaker at post-graduation courses for international executives and lawyers, organized by LUISS University (Rome), Bocconi University (Milan) and University of Bologna, regarding Comparative Company Law, Project Financing, matters and techniques for drafting and negotiating international business contracts (i.e. Share Purchase Agreement) .

PUBBLICATIONS

1. The liability of Statutory Auditors in Italy after the Company Law reform (edited by Il sole 24 ore);

2. How to read the American Constitution (edited by Mulino);

3. The new border of football team in Europe through the introduction of a new competitive measure: “The salary cap” (edited by Rivista dello Sport);

4. The assignment of football broadcasting right from a competition law prospective (edited by Rivista dello Sport);

5. The process of acquisition of a Professional Football Team in Italy: from due diligence to the rafting of the Share Purchase agreement: profiles and related interests (edited by Rivista dello Sport).

6. Europe and sport: which independence for the sport juridical system? (edited by Rivista dello Sport).

7. Bernard case: new arrival for the “training compensation”? (edited by Rivista dello Sport).

8. Monograph on the compatibility of Project Financing within the Italian juridical system (edited by Giappichielli).

Scholarship:

1. Rotary foundation in order to attend a LL.M master abroad granted by Bologna University;

2. University Scholarship from the University of Bologna in order to attend a summary program at Yale University.

Language certificate:

Toefl: score 287/300 got on September 2003