IFLR 1000
The Guide to the World's Leading Financial Law Firms

Bonelli Erede Pappalardo is the most established and leading Italian firm on the EU Competition circuit. "They work very hard to understand each project very well," says a client. The firm had an especially strong showing in state aid matters.

In highlight deals, the firm advised Conferenza Episcopale Italiana, a case which is key not only for the client but for the way state aid to non-profits will be handled in the future within the EU guidelines on 'services with a general economic interest'. The state aid in this case was in tax exemptions related to real estate owned by the Conferenza.

The firm handled EU competition aspects on one of the big mergers of the year, advising Prysmian before the commission for merger approval, with the added pressure of having to secure approval before of a rival bid was put from a Chinese cable manufacturer.

A third interesting deal saw the Italian firm navigate the murky waters of civil and military products during its representation of Finmeccania and advise the Italian government in investigations into state aid by the Commission. Again in state aid, the firm successfully defended Destination Stockholm's right to receive state support.

Other high profile clients included SEA Handling, in state aid related matters, and helped Crédit Agricole secure clearance for its acquisition of Carispezia and 96 branches from Intesa San Paolo.

The market suggests that Bonelli Erede Pappalardo has a strong capital markets practice and "is a very active firm", it would be fair to rank the firm in the top tier. "Bonelli does do equity, does do some debt," says one peer. "I think if you're to choose the top two Italian firms in Italian capital markets, its Bonelli and Chiomenti."

Despite the fact that the equity capital markets in Italy have been pretty sluggish over the last 12 months, Bonelli has managed to advise on a couple of substantial mandates. "If you've got problems with IPOs, stock exchanges, you go to Alberto Saravalle, for sure he will have an answer for you, because he really knows this matter," says one client.

One clear highlight last year saw Carlo Montagna, Sergio Erede, and Paolo Daino lead the team advising Italian fashion brand Prada on its IPO listing on the Hong Kong Stock Exchange. The deal forms part of a wider trend within the market, which has seen several European luxury brands looking towards Hong Kong for listings. This is an effort to tap into the growing market for Luxury goods in the Chinese market.

Another highlight saw Vittorio Lupoli act for Risanamento on its approximately €150 million share capital increase, which is part of the company's wider debt restructuring.

On the debt side, the team has also had a strong year in terms of mandates, as one peer says: "The firm is involved in some international debt issues". A notable example of this is when a team led by Emanuela Da Rin advised a consortium of arrangers, including Citigroup Global Markets, RBS, and Deutsche Bank (London), in relation to the aggregate amount of €3 billion senior secured notes issued by Conti-Gummi Finance (Continental group).

In another substantial transaction Da Rin acted for issuer Terma in relation to a €1.25 billion issue of fixed-rate notes, which is part of its wider medium term notes (MTN) programme worth €4 billion.

Da Rin was also kept busy in the covered bond area and last year she advised Banca delle Marche on a €5 billion covered bond programme with a €750 million issuance.

Lupoli was involved again in another notable transaction when he teamed up with Mauro Cusmai to advise Banca Carige on the exchange tender offer over its lower Tier II subordinated bonds, valued at €500 million.

In an approximately €500 million pan-European mandate, Da Rin also advised Europcar on the whole business securitisation programme regarding an unusual asset class.

"Bonelli is obviously very strong" was one rivals' opinion about the firm's Italian banking practice. While its London branch also came in for specific praise, particularly co-lead partner Riccardo Sallustio. "He's able to provide timing and qualified legal advice. They're very business-oriented and solution driven," says one. "Their legal knowledge's very deep, and very precise on many matters of Italian and international law."

On the corporate financing side, lead partner Emanuela Da Rin led the team advising on Salini Costruttori as part of the joint issuers, who were granted the €315 million credit facility by a consortium of banks, to issue a performance bond.

Da Rin was again involved in two key acquisition financing deals. In one she acted for Gas Plus over the €150 million bridge loan agreement and €25 million vendor loan agreement relating to the acquisition of Società Padana Energiafrom ENI. In the other she advised a private-equity firm Triton III Holding on the €175 million secured syndicated financing, arranged by UniCredit, for the acquisition of German Wittur Group. In addition to that, the firm also advised the financing of general corporate and working capital needs of the Wittur Group.

One real estate financing highlight saw Andrea De Tomas act for a consortium of banks, including Bank of America/Merrill Lynch, RBS, Banca Nazionale del Lavoro alike, in relation to the restructuring of the approximately €210 million financing of a real estate close-ended fund, established and managed by Finanziaria Internazionale Alternative Investment. The financing aimed to purchase a building located in Milan.

Another notable mandate saw Da Rin advise on Beni Stabili Gestioni, who manages a real estate close-ended fund in relation to its €306 million credit facilities granted by a consortium of banks, for the acquisition of real estate assets.

"They're absolutely competent and specialised. They're certainly within the top five law firms in Italy," says one client. "We're talking about very skilled, very well-prepared, with a boutique-dimension. For me they're the best option." One rival adds: "Bonelli's still the leader in M&A market, so I think tier one should be fine."

Clients believe that the firm's high quality service is down to its recruitment. "Their recruitment is very rigid, they take the top-rated people on board and they're coming from the best universities," says one. "In the country the rest of the law firms are more flexible and they're not rigid in selecting people."

Rivals also believe that the reputation of the firm's M&A practice is bound up with one of the co-founders Franco Bonelli. "In M&A, Bonelli Erede Pappalardo has Mr Bonelli, of course, that is the difference," says one.

When it comes to the firm's client list, one customer says: "Bonelli's full of clients and it's everywhere. As far as I know, they've got very big clients, all the blue chips are turning to Bonelli." This in turn means the firm has a measured approach when seeking new mandates, "They're not so aggressive, and they're OK to attract new clients. They're not very pushy, which is good," says one. "If you're very pushy maybe it means you don't have enough clients; this means maybe you're not a very good lawyer."

In 2010, one of the largest transactions saw a team of practitioners, including Umberto Nicodano, Andrea Carta Mantiglia, and Eliana Catalano, advise a group of minority shareholders of Weather Investment on the €16 billion acquisition by VimpelCom through a share swap procedure. The shareholders include Apax Partners, TA Associates, and Madison Dearborn Partners.

Nicodano was also involved in another notable mandate when he worked alongside Claudio Tesauro and Giorgio Fantacchiotti to advise acquirer Prysmian on the acquisition of Draka through a public tender offer valued at €1.2 billion. The mandate allowed Prysmian to become a true global player in the cable industry.

The team's ability to always hit deadlines also draws clients' praise: "They've no problems with speed; they're very much focused on achieving the target. No problem at all," says one. "I've no reason to complain about their performance, quality, or the service response."

Elsewhere an on-going mandate saw the team advise LVMH in relation to the Bulgari family's 50.43% share contribution to the French luxury-goods giant in exchange of its newly issued shares. The Bulgari family is the majority shareholder of an Italian watch and jewellery maker. Following the contribution, LVMH is expect to launch a mandatory tender offer over all remaining Bulgari stakes at €12.25 per share. The transaction was worth approximately €4 billion.

Another highlight saw the team advise Crédit Agricole on its acquisition of the 80% of Cassa di Risparmio della Spezia's share capital and of 96 Italy-based branches of Intesa San Paolo for approximately €740 million.

Elsewhere the team also advised Unilever on the sale of its Italian frozen food business Findus Italy to Bird Eye Iglo Group, the private-equity firm owned by Permira. The enterprise value was approximately worth €800 million, and the acquisition value was approximately €580 million.

The firm's fee levels also satisfies its clients. "They're very flexible when negotiating fees, because I've got 50% or 40% of the discount," says one, he then goes on to talk about his relationship with the lawyers: "I'm very happy and I'm glad that they're close to me, close to my company. They're very prepared, very competent, and powerful in terms of contacts. I couldn't expect much more."

Bonelli Erede Pappalardo's project finance ranking is upgraded to tier-one this year thanks to the hire of former Allen & Overy partner Catia Tomasetti with her team of 20 specialists.

Having worked at Chiomenti earlier in her career, Catia has now landed at the other stalwart of the Italian market.

As Allen & Overy's main player in project finance and one of the best known names on the market, rivals will be keen to see how she settles in and indeed whether clients will follow her to her new firm.

It certainly represents quite a coup for Bonelli though, who are already benefitting from Tomasetti's wide expereince.

"[The team's legal knowledge] is very good, they're the best," says one client. "If you've problems in litigation, you go to Mr Bonelli, he's the head of the litigation department of Bonelli Erede Pappalardo, for sure that he'll have an answer for you, because he really knows his matters." Peers also point out that the firm has been very active in the market. "Bonelli have been involved in various situations," says one.

One of the largest ongoing mandates at the firm saw the team advise Fondazione Centro S Raffaele del Monte Tabor on the restructuring of its indebtedness. It is the first time that a non-profit organisation has benefited from an arrangement with creditors in a concordato preventivo (agreement among creditors) procedure. The transaction was worth €800 million.

Another notable deal saw the team advise Bialetti Industrie on the €100 million restructuring of its indebtedness. The mandate is headed by Marco Arato, Paolo Oliviero, and Vittoria Giustiniani.

Arato was again involved advising Brembo on the lease or purchase of two companies, valued at €15 million, through its subsidiary LA CAM Lavorazioni Camune. In a similar mandate, the team is advising GE Capital on the insolvency proceeding of Snia, an Italian Stock Exchange listed company declared insolvent during 2010.

Elsewhere Arato is teaming up with Vittorio Lupoli advising BM Shipping Group on an ongoing mandate to restructure its indebtedness.