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

"Last year, 2010, was a year when people thought equity markets would have come back, there was a lot of movement at the beginning of the year towards IPOs, working on a number of transactions, but only one of them happened, that was due to the fact that market conditions were still not right," says one partner. This is the feeling across the market as equity capital markets work, particularly IPOs, remains sluggish.

Where firms have seen a pick up is work related to Italian banks seeking to increase their capital ratios. Both capital raisings and rights issues have been on the agenda, as they have been right across Europe. "The reason for the rights issues which are going on now is big Italian banks need to strengthen their capital ratios, given the economic crisis and given that the banks have, at the same time, to try to align their capital bases for the Basel requirements, they're going to have to strengthen their core Tier I base," explains one partner.

Another interesting trend has seen Italian companies seeking listings on the Hong Kong Stock Exchange, in the hope that they can tap into the lucrative Chinese market. "It's interesting, because it's Asia, it's where a lot of future growth will take place, companies like Prada are now doing very well in Asia, in China, Japan and Korea, so they see the Asia-Pacific market as a market for expansion.

The debt markets in Italy remain vibrant. "The Italian debt market has always been busier than the other markets, because unlike other markets, retail investors in Italy historically invest in debt instruments," says one partner.

As well as straight bond issuance, practitioners have also noted an increase in more exotic instruments: "We also saw some movement on convertible and exchangeable bonds, again by Italian banks carrying out some capital strengthening by issuing convertible bonds," says one partner.

The real story though has been in the reletively new area of covered bonds. Italy has only recently seen such products but the market wasted no time in embracing them. "There has been very significant activity on the more structured bonds, especially covered bonds, you know that banks had lots of difficulty in raising funds through securitisation deals, or other unsecured debt financing, so there has been a large use of the covered bonds technology, which is fairly new in Italy," explains one partner.

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.

Chiomenti remains one of the strongest Italian practices in capital markets managing to balance debt and equity side mandates to create a rounded offering across the board. "Chiomenti is fine as a tier one firm in the capital markets," says one peer.

There was much praise for the capital markets team from rivals and clients alike. "Chiomenti is very good in equity, and also good at debt," says one rival, while another adds: "I think Chiomenti is a domestic firm with a strong equity markets practice; outside equity, they do get involved in some international debt issues."

One of the firm's associates Gregorio Consoli was also singled out for specific praise: "Consoli is the guy who really has a high IQ, above average. He's not only technically prepared, he also knows how to answer legal matters, and he brings both sides to the transactions," says one client. "The guy is exceptional, and a genius. One of the best lawyers I've met in my career in capital markets."

Where the firm is limited, in the same way as other domestics, is in terms of international ability, which falls short of that offered by UK and US competitors according to some clients: "If you want to do international trade across the markets, we need a worldwide law firm," says one.

One of the key figures involved in most of the firm's equity capital markets transactions is the lead partner Enrico Giordano. A substantial mandate saw him advise a banking group, Intesa Sanpaolo, on its rights issue for a €5 billion capital increase to comply with the new Basel III capital requirement. The transaction involves the new ordinary shares offering to its existing ordinary and saving shareholders, and includes an offering to US investors pursuant to Rule 144A.

December 2010 saw Giordano involved again advising Enel green power on the €2.6 billion public offering on the Italian and Spanish Stock Exchanges. The offering is believed to be the largest European IPO over the last three years, and the retail offering was passported to Spain under the EU Directive 2003/71/EC.

In a similar deal the team acted on a share capital increase transaction valued at €2.5 billion, Giordano advised Banca Monte Dei Paschi di Siena (BMPS) on its rights issue. The proceeds will be used, among other things, for the buy back of the floating rate equity linked subordinated hybrid convertible into ordinary shares of BMPS issue in 2003.

The team's integral capacity impressed its clients. "They tick all the boxes, innovation ability, technicality, understanding of the law issues, and problem solving," says one. "They're really top-tier lawyers."

On the debt side, Giordano acted for issuer Lottomatica group in the private placement to qualified investors of €500 million in 5.375% guaranteed notes due 2018, guaranteed by the companies from the group.

Another key player advising on debt capital markets work at the firm is Francesco Ago. A client was quick to praise him: "Francesco is certainly a top lawyer." One example saw him act for Credem on the establishment of the €5.5 billion covered bond programme and on a subsequent €1 billion covered bond issuance. He also advised Veneto Banca on the structuring and placement of an RMBS transaction, which issued four tranches of notes worth €1.3 billion.

Clifford Chance's capital markets team in Italy has retained its solid reputation through advising on a string of notable transactions covering debt, equity, and securitisation. Though the market was waiting to see if there would be any huge impact brought to the firm by the loss of several partners to spin out firm Riolo Calderaro Crisostomo, rivals and clients suggest that the moves have had a limited impact.

Notably the firm's "balanced practice" has drawn much attention from its peers. "Clifford Chance has a strong equity practice, a strong securitisation practice, and a strong debt capital markets practice. It's strong in all three of them," says one rival, while another agrees: "I think Clifford Chance is on balance, so it's fair to be in tier one; I see them on the other side of many of the transactions we do."

The securitisation team at Clifford Chance is headed by partner Tanja Svetina, clients were impressed by the team's ability in the legal arena. "Tanja's team has good technical ability; they're technically prepared. Their legal understanding is very good, and their commerciality is good as well." Though the client also points out that Tanja's team is relatively junior and compared to other law firms, such as Allen & Overy, they seem to be less experienced.

In September 2010, the firm closed its largest securitisation mandate of the year when Svetina led the team advising UniCredit on the Italian, English, and Dutch law aspects in relation to a €5 billion securitisation. The programme, include a portfolio of mortgage loans, established by ING Direct.

Elsewhere Svetina was involved again when the firm acted for the joint-arrangers, including Morgan Stanley, MPS Capital Services, and RBS, on the establishment of a €10 billion covered bond issued by Banca Monte dei Paschi de Siena (BMPS). The programme, guaranteed by a BMPS covered bond, was worth €3.25 billion.

The most prominent IPO mandate in 2010 was the listing of Prada, an Italian fashion brand, on the Hong Kong Stock Exchange (HKSE). An Italian team from Clifford Chance advised the joint sponsors, including Crédit Agricole and Goldman Sachs, and the joint global coordinators, including Banca IMI, Crédit Agricole, Goldman Sachs and UniCredit in the transaction. The team provided multi-jurisdictional legal advice including Hong Kong, Italian, American and the English law aspects. It is the first time that an Italian-registered company attempt to seek a listing of its shares on the HKSE. This is part of a wider trend of luxury goods companies looking to Hong Kong for listings opportunities in an attempt to tap the lucrative Asian markets.

Apparently clients were delighted to take full advantage of the firm's international network. "I worked with Clifford's London and Germany offices during cross-border transactions. They're top-ranking lawyers and their legal advice is very good," says one, while another one adds: "I'm also working with their New York office quite a lot on a number of transactions; they're very good as well. When I spoke to their New York office, I found their quality is at the same level."

Another outstanding IPO mandate saw partners Alberta Figari and Filippo Emanuele advise Rhiag-Inter Auto Parts Italia on the €525 million IPO listing on the Italian Stock Exchange. Notably the transaction involved a sale of the Italian car parts distributor Rhaig's shares by a private equity house Alpha.

Again the firm acted for a group of joint global coordinators on another occasion when Figari and Emanuele advised Banca IMI, Mediobanca, and Morgan Stanley on SEA's IPO listing on the Italian Stock Exchange. The deal is a semi-privatisation by the City of Milan.

In order to comply with the Basel III capital requirements, the duo also acted for Mediobanca on a €1 billion share capital increase through rights issue to UBI Banca shareholders.

In general, the equity capital markets team's capacity is thought to be exemplary by clients. "They're very good. One of the best law firms in the Italian equity markets, they're very sharp, they come back promptly, and they're always on top of things and updates," says one. "They're committed to the deadlines they take to close the deals, and they're commercial to the right point. So I'm extremely happy with the relationship we have with them."

On the debt side the team has been kept busy with arranger side mandates. One highlight saw Emanuele and Franco Grilli advise the arrangers and the joint managers on the establishment of a US debt issuance programme and two drawdowns. The transaction was valued at $15 billion.

The second saw Grilli alone advise the dealer managers on the exchange offers by the Republic of Italy relating to old treasury certificates (CCT) with newly issued Euribor-linked treasury certificates (CCTeu). The deal was closed at €10.1 billion.

On the issuer side Emanuele and Grilli led a team advising Eni on the placement of fixed-rate dollar-denominated bonds restricted to US qualified investors. It is the first direct issuance into the US market by an Italian corporate. The mandate was worth $800 million.

Grilli also acted for Banca Popolare di Milano (BPM) in relation to the establishment of an Irish commercial paper programme and a French Billets de Trésorerie (commercial paper) programme by the BPM group with a combined value of €10 billion.

"I've worked with Riolo Calderaro Crisostomo, Linklaters, Latham & Watkins, Allen & Overy, I think Clifford Chance is the best among the others," says one client.

One notable departure from the firm saw Milan-based counsel Richard Hamilton join the Italian firm Gianni Origoni Grippo & Partners as a partner.

Allen & Overy's capital markets practice is held in high regard in terms of its debt work, though peers point out that its equity offering needs more investment. "Allen & Overy is very good at debt, and very good at securitisation," says one peer. "But equity is zero and they're not interested. I think Allen & Overy is correct in tier two. If they have equity, I think they should be in tier one." Other rivals agree: "The firm is very strong on the debt side and totally out of the picture on the equity side," says one, while another adds: "Allen & Overy does largely debt, but doesn't do equity at all."

From the clients' point of view, the team certainly has got a lot to offer: "They really understand the capital markets and the transactions we work on in general," says one. "I think one advantage is if there are any issues, they always try to find some solutions to get around them. Obviously they've got good understanding of Italian and English law, which is very helpful."

The firm's Italian team has advised a string of banks acting as lead managers in the international debt capital markets over the past 12 months. One instance saw Craig Byrne and Cristiano Tommasi lead the team advising the joint lead managers, including UniCredit, Banca IMI, Barclays and BNP Paribas, on two series of notes issued by Fiat Industrial Finance Europe worth €2.2 billion. The notes are part of a wider €10 billion EMTN programme and are listed on the Irish Stock Exchange.

Another example saw the duo act for Deutsche Bank, JPMorgan, Mediobanca, Banca IMI, and RBS on the issuance of €1 billion in fixed rate 5.125% notes due 2016, issued by Telecom Italia as part of its wider €20 billion EMTN programme.

The UK qualified lawyer Craig Byrne, who heads the team, came in for specific praise together with Tommasi. "They're both very good lawyers. They managed to get very good mandates for debt capital markets. In debt, they can have their say," says one peer.

On the domestic debt side, Paola Leocani led the team advising BNP Paribas, Banca IMI, and UniCredit as lead managers on a multi-jurisdictional notes offer launched by ENEL, an Italian energy provider. The mandate saw fixed-rate notes and floating-rate notes worth respectively €3 billion and €1.3 billion due 2017 which were passported to various jurisdictions, including Italy, France, Belgium, Luxembourg and Germany.

One liability management transaction saw Leocani and Byrne again lead the team advising Banca Popolare dell'Emilia Romagna (BPER) and Société Générale on BPER's exchange offer to holders to exchange their existing notes due 2016 for Euro-denominated floating senior notes due 2013. It is the first exchange offer which has been granted an "exemption" from Commissione Nazionale per le Società e la Borsa's (CONSOB - the public authority regulating the Italian securities market) renewed Issuers Regulation relating to public tender/exchange offers.

In the covered bond market, one notable transaction saw a team of lawyers, including Massimiliano Danusso, Annalisa Dentoni-Litta, Stefano Sennhauser and Federico Sgubbi, advise both the issuer Intesa Sanpaolo and the lead managers on the establishment of a €20 billion covered bond programme backed by mortgage-backed securities (MBS). The issuance, listed on the Luxembourg Stock Exchange, was mainly placed to the institutional investors and international brokers.

One client praises the team's innovation highlighting Sennhauser and and Sgubbi. "Their innovation ability is a stunning point, and they know the mechanics, which is very important for us," says one, "They make sure our internal requirements are met. What is the legal aspect and what is the commercial aspect, they always tended to make sure our interests are met, not only legal protection, but also from the commercial point of view."

Another key covered bonds deal saw Danusso and Dentoni-Litta involved again as the team took on work advising Banca Carige as issuer on the structuring of Namensschuldverschreibung – registered covered bonds (N-covered bonds) as part of a wider €5 billion covered bond programme.

When it comes to structured finance and securitisation work, a key partner at the firm is Sennhauser. One notable deal saw him lead the team acting for GE Capital on a €407 million securitisation of auto lease receivables originated by GE Capital Servizi Finanziari. The transaction combines Italian securitisation law with US regulatory and tax requirements.

Senior associate Alexander Stathopoulos also had a busy year acting on a number of key deals on the equity side. In one he advised NBG on a €1.8 billion rights offering of ordinary shares and convertible equity notes, which includes private placements to US qualified institutional investors. The mandate set an example for other Greek banks seeking to increase their capital basis in the current sovereign debt crisis. Another €304 million mandate saw him advise the Warsaw Stock Exchange on its privatisation programme through an IPO offering, including a 144A placement in the US. The secondary offering was a major milestone in the development of the Polish capital markets.

As an international law firm, Allen & Overy's global network has certainly boosted its confidence in the market, one client says: "Overall the firm is very strong. They've very well-prepared professionals worldwide and they're top-class lawyers."

Linklaters is viewed by the market to be more active in the equity and securitisation sides rather than in debt when compared to its contemporary Allen & Overy. "The firm is definitely less in the debt capital markets," says one peer, and another one adds: "They're on the opposite side of Allen & Overy, they don't do much debt."

Since the financial crisis in 2008, Italian debt capital markets have been much more active than equity and peers suggest that the firm needs to bulk up its debt offering. "Linklaters doesn't have international debt capacity on the ground in Italy, and you kind of need that in this country", says one peer.

In its equity practice, a team led by Luigi Sensi and Claudia Parzani advised Mediobanca in relation to the €400 million rights issue by Unipol, an Italian financial services company. Notably the challenge of the deal is that the issuer had two different classes of shares and two different categories of warrants, which were listed on the Italian Stock Exchange.

Alongside Unipol transactions, the duo were also involved in another notable mandate when they advised a consortium of banks on the €130 million rights issue offering by Falck Renewables, with a hope to consolidate the group's renewable energy activities. Elsewhere a team led by Parzani advised the joint bookrunners, including Merrill Lynch and Citigroup, on a €130 million convertible bond issuance by Hera.

The firm also acted on the first IPO of 2011 as a team, again led by Parzani, advised a consortium of banks on the €150 million IPO offering issued by Italy1 Investment. The issuance is listed on the Italian Stock Exchange.

One peer comments on their work in general: "Linklaters is doing well thanks to their links to the London headquarters of the global brand."

2010 was also a fruitful year for the securitisation team. One highlight saw Dario Longo lead a team advising Société Générale and BNP Paribas as mandated lead arrangers, SACE as guarantor, and the ECB as investor in relation to the financing of two photovoltaic projects aggregating 52MW through a project bond in Montalto di Castro, Italy. The award-winning mandate, valued at €200 million, represented the first project bond in the country and the first single-asset solar bond in the world. The deal scooped the Structured Finance Deal of the Year at the IFLR European Awards 2011.

Longo was again involved in another notable deal when he advised Santander as one of the joint lead managers on the approximately €600 million standalone transaction, which was part of a wider Golden Bar €2.5 billion MTN programme. The pool was almost entirely comprised of auto loans to both corporate and individual borrowers.

In the debt capital markets, the firm's work came in the form of a covered bonds programme. One mandate staged its final closing in March 2011 involved Longo again as he led the team work alongside their colleagues in Frankfurt advised issuer Banco Popolare Società Cooperativa in an annual renewal of a €10 million covered bonds programme. In addition, the team also assisted Banco Popolare in several drawdowns under the programme, including the first issue of German law-governed namensschuld-verschreibung (registered covered bond).

The other saw Longo again lead the team advising issuer UniCredit, on a covered bond programme, including seller, servicer, subordinated loan provider alike, in an annual renewal of its €20 billion obligazioni bancarie garantite programme (OBG - Italian legislative covered bond), and the issue of three series of covered bonds with a combined value of €3.5 billion. It is considered to be one of the largest Italian covered bonds programmes to date.

Gianni Origoni Grippo Cappelli & Partners' capital markets team has lost a string of lawyers specialised in equity capital markets, "They lost all of their equity capital markets partners, they went to Labruna Mazziotti Segni and Legance," says one peer. "Those are spin-offs of Gianni, plus their equity capital markets partners went to Latham & Watkins."

In equity, partner Andrea Marani acted as legal advisor to UniCredit Real Estate and its holding company UniCredit holding in relation to the contribution of a portfolio of 13 heritage properties worth €574 million.

Partner Marco Zaccagnini was involved in a debt transaction when he led the team advising Atlantia on the issue of €1 billion 3.375% fixed rate senior notes due September 2017 and €500 million of 4.375% fixed rate senior notes due September 2025. The mandate was part of a wider EMTN programme valued at €10 billion.

Though the Italian equity capital markets have been sluggish over the past year, Legance has managed a couple of decent mandates related to share capital increase and IPO listings. "Legance does some capital markets work, so I think tier three is fine," says one observer.

Partner Giorgio Vanzanelli led the team advising Fiat Industrial on its listing following the de-merger of Fiat and the mandate was closed in January 2011. Elsewhere Vanzanelli was again involved advising Cell Therapeutics who acts as issuer on its share capital increase of up to €120 million.

Riolo Calderaro Crisostomo, a spin-off firm Clifford Chance, has moved up to tier three this year. "[The firm] is very strong in banking and capital markets," says one peer, while another one adds: "[The firm] is doing a bit of both [in terms of equity and debt], it probably needs to go to tier three. They're very domestic."

In a €1 billion hybrid instrument mandate, a group of practitioners, including Michele Crisostomo, Marcello Maienza and Federico Vezzani, advised Intesa Sanpaolo on its issue of €1 billion in hybrid instruments targeted at international markets.

Another securitisation highlight, worth €3.5 billion, saw Paolo Calderaro, Maienza and Giovanni Battaglia advising on the securitisation of a residential mortgage loan portfolio originated by Banca Monte dei Paschi di Siena. It's believed to be the first securitisation transaction originated by a Southern European bank which has been distributed to investors in the European capital markets since the beginning of the financial crisis.

Freshfields has been downgraded this year due to feedback pointing out that the firm "doesn't do anything in equity or debt" and "Freshfields is not really a huge player". Though some peers say the strength of the firm is based on its securitisation practice, this market is not what it was.

The firm was involved in a number of securitisation restructuring mandates when partner Corrado Angelelli led the team advising BNP Paribas as arranger on the restructuring of a securitisation transaction carried out by Grecale ABS and UGF Banca, aimed at obtaining a second rating by Standard & Poor's.

Angelelli was called in on another similar mandate when he advised UBS on the restructuring of a securitisation transaction carried out by Grecale ABS and UGF Banca, again aimed at obtaining a second rating by Standard & Poor's.

The Norton Rose team has managed to advise on a number of decent mandates. Giovanni Crespi called in the firm advising SEM on its IPO listing on Borsa Italiana's MTA, the Italian Stock Exchange.

In the life sciences sector, partner Paolo Daviddi led the team advised Bioera on a capital increase project as well as admission for trading its ordinary shares on Italy's Mercato Telematico Azionario (MTA), organised and managed by Borsa Italiana.

When it comes to the securitisation markets, Umberto Mauro was involved advising DBRS Ratings in connection with a total of seven of securitisation mandates (at the time of writing) with an aggregate amount of up to €6 billion, including a €2 billion securitisation of leasing receivables originated by Unicredit Leasing and a €345 million securitisation of personal loans originated by Citicorp Finanziaria.

Ashurst's lead capital markets partner Ugo Giordano has advised on most of the mandates undertaken by the team last year. One notable example saw him lead the team advising Deutsche Bank acting as issuer on its private placements and public offers of securities into the Italian market; it also advised its listing on the Italian Stock Exchange as well as the establishment of an issuing programme.

Another similar mandate saw Giordano acting for issuer Banca IMI on the public offers of securities into the Italian market, as well as the listing on the Italian Stock Exchange and the establishment of their issuing programme.

The capital markets team at NCTM was involved in two IPOs transactions on the AIM Italia during the last 12 months and has also continued to work on medium term note programmes.