Corporate Governance
Assistance in governance structuring and functioning
Governance is a key element for the sustainable success of business and an essential pillar of ESG.
We support organizations to improve and make their governance more effective, with targeted, measured and fast interventions.
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Advisory Board
The evolution, transformation and the process of complete business change pass through an advisory path to the top figures of the company, coaching and corporate renewal.
We identify the necessary skills and build with you a team of specialized and focused advisors able to support you in the most relevant decision-making processes for your company, helping you to make change.
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Empowered Board Review
The Empowered Board Review is designed for listed companies and for all large companies that want to have an effective Board of Directors.
We propose an integrated approach for the improvement and empowerment of corporate governance, combining the classic board review with a process of identifying and developing the skills – technical and soft – necessary for greater effectiveness of the board in the future business scenario. The service is designed in partnership with ProperDelMare Consulting and uses also the digital services offered by BoardClic.
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Leadership Team Empowerment
The Leadership Team Empowerment is designed for non-listed companies and aims to strengthen the solidity and effectiveness of the Leadership Team in guiding the organization towards the desired results, through an inclusive path of developing the skills considered key to success.
The product is designed in partnership with ProperDelMare Consulting.
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Identity and business organisation
We assist and guide companies in the development and implementation of a solid corporate culture, which clearly and effectively identifies the purpose, values, vision and mission of the organization.
Culture is the guide and controls mechanism, it is the basis for change management and decision-making processes and it is the lever towards new forms of integration and coordination.
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Accounting and Tax Advisory
Financial statements, consolidated financial statements and tax declarations
Establishment of annual, consolidated and extraordinary financial statements and related tax declarations, including non-financial statements.
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Administrative, corporate and tax assistance to companies, professionals and entities management
– Corporate assistance: organs establishment, functioning and extraordinary transactions
– Tax advice, including tax system planning
– Approach to administrative and accounting management
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Advice to multinational companies, multinational groups and non-multinational groups
For over 20 years we have been members of international consulting networks and this experience has led us to be the Italian partners of Vistra International Expansion, (https://www.vistra.com/corporate/international-expansion), which offers a worldwide network of highly reliable, interconnected consultants.
We are specialized in advising on international relations, corporate law and cross border tax law, and in the particular needs of multinational companies, including:
• Incorporation and assistance for the operation of subsidiaries and branches in Italy, from a corporate and tributary point of view;
• Outsourcing dedicated to multinational groups in the startup phase in Italy (taxation, administration, reporting);
• Tax consultancy on relevant issues, such as: transfer pricing, international VAT issues, management of stock grant and stock option programs, etc…;
• Foreign entities and companies’ fiscal representation.
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Governance and professional firm organization
The «organization» project addresses and brings to completion all the aspects for the evolutionary transformation of the professional studio, towards a new organizational approach necessary to be up to date.
Through fundamentals’ definition (purpose, values, vision, mission, leadership model), a clear summit governance, the implementation of crucial areas for development (for example, knowledge management, business development and communication) and adequate digital transformation, you will overcome the concept of associated firm as mere cost sharing to leave room for a unified organization, according to the approach «one firm».
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Appraisals, Evaluations and Due diligence
- Valuations of companies, firms and intangible assets;
- Technical advice and expert opinions;
- Accounting, administrative and fiscal due diligence.
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Corporate Finance, Business Strategy and Transformation
Business Transformation advising
We provide our expertise in the development of business plans, budgets and multi-year plans, ensuring ongoing support for decision making.
We support the company in the issuance of debt instruments and in the search for sources of finance.
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M&A, financial structure advising
We support our clients in the following stages:
-Structure of mergers and acquisitions, sell side/buy side
-Negotiation
-Post transaction integration supporting management and properties
If requested, we integrate the Client’s legal team with our corporate experience.
We support companies in the choice and optimization of an adequate financial-capital structure, in the monitoring of business activities and related financial flows and in finding the most suitable sources of financing for strategic business plans.
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Management Control
We intervene to help build or improve a management control system, to make it performing with respect to the business model, objectives and specific needs.
In addition, we support companies by providing the necessary assistance and support to developers for the implementation, commissioning and possible maintenance and evolution of the management control system.
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Financial Data Analysis & Reporting
Setting/designing models of economic, patrimonial and financial analysis to verify the company solidity and to monitor its performance.
We integrate our corporate experience with the IT team that also supports the Customer to develop Business Intelligence models.
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Support to the implementation of reorganizations and corporate restructuring
We assist the client throughout the process of corporate reorganization and eventual restructuring.
From the choice of reorganization strategies to the support during the implementation up to the choice of the possible best recovery tool according to the new Corporate Crisis Code.
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Benchmark and Competitor Analysis
Benchmark and competitor analysis (the main purpose of these analyses is to understand the positioning of a company in comparison to the market and study the performance of the reference cluster).
Search for targets for possible acquisitions (useful to companies that are looking for new growth opportunities and want to grow with the buy strategy).
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Members of Board and Supervisory Boadies
Board of Directors and Board Committees
We assume positions of non-executive director, very often in the role of independent, and president of the administrative body. We have consolidated experience in the functioning of the boards of directors.
In specific cases and subject to certain conditions, we also take on management positions with a proxy or liquidator assignment.
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Board of Statutory Auditors
For more than fifty years, we have held positions in the supervisory bodies of listed companies, family businesses, companies belonging to multinational groups and public companies, in a very wide range of businesses, either financial, non-financial and non-profit.
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Statutory Auditor of Accounts
Most of our professionals are auditors and we also operate through our own auditing company.
- Statutory audit of financial accounts;
- Certification of PEF (Economic and Financial Plans) ex art. 183 comma 9 D. Lgs. 50/2016 for calls for tender and through project finance;
- Certifications of accounting documentation for obtaining R&D tax credits, investment in capital goods and Training 4.0.
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Supervisory Body 231
We have a long experience in supervisory assignments ex D. Lgs 231/01.
We bring the essential corporate, governance and organisational component to the design and operation of the 231 model.
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Liquidator
We assist companies and clients also in the Voluntary Liquidation phase, to support them with activities planning, assets realization and liabilities allocation to creditors and shareholders.
We also assume the professional role of liquidator or co-liquidator in certain judicial procedures.
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Tax Litigation
WEBINAR AIDC: IL REGISTRO DEI TITOLARI EFFETTIVI
Andrea Bignami, partner di Bignami Associati, ha partecipato al webinar in merito al tema del Registro dei Titolari Effettivi organizzato dall’Associazione Italiana Dottori Commercialisti (AIDC).
HAI QUALCHE DOMANDA?
Pre-litigation assistance
We take care of the relationships between the financial administration and the taxpayer, providing advice and assistance in all aspects. We combine technical preparation with the necessary sensitivity in reconciling the administration’s interests and the customer’s needs.
• Customer assistance during inspections and verifications by the Guardia di Finanza and Agenzia delle Entrate;
• Assistance in the pre-litigation phase;
• Defence in tax litigation.
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Defence in tax litigation
We provide taxpayers with a well-established and recognised experience in assisting and representing them in all proceedings that may concern tax matters with the competent authorities.
Assistance in tax litigation, preparation of appeals;
Representation before the competent Financial Offices and Courts of Justice.
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Technical consultancy services
We assume positions as technical consultant of part, in the context of both civil and criminal trials, thanks to a team of professionals who combine the high technical skills with the necessary sensitivity required in procedural matters.
An expert’s opinion is often decisive in determining the judge’s judgment.
Among others, this service includes CTP support and expert reports.
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Generational Change
Structure and support for the company’s generational transition
The generational transition, the succession and, in general, all the the leadership changes are elements that needs to be managed promptly and adequately, otherwise it can also determine very serious crises of the business. We help all companies to define their own leadership transition architecture, from initial setting to implementation.
‘Anticipation’ is the key word.
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Protection and organization of people heritage, also in terms of generational transition
We offer a specialist advisory service that assesses civil and tax opportunities in the areas of planning, asset placement and succession. This service is aimed at individuals and, depending on the issues addressed, it concerns both personal assets and corporate vehicles. Areas of activity:
-Strategic assistance in heritage planning
-Protection and development of personal and corporate property
-Assistance in family inheritance planning
-Protection of vulnerable persons and planning of related assistance
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