When it comes to negotiating and drafting a Business Contract, usually clients ask themselves whether there are any unbalances that may affect their own interests pursued through its execution.

Clients wonder whether the Contract they are about to sign contains any unclear clauses, whether their own “red-lines” in the negotiation are fully expressed and, more generally, they wish to better understand the overall consequences of the Contract.

We assist our clients in all Business Contracts Review and Drafting.

We love to make acquaintance with our prospective clients over a free-of-charge call in order get a first understanding of their matter.

So do not hesitate to get in touch via email or phone!

We are proud to put to the service of our clients our decade-long experience, with hundreds of successful projects and happy clients.


We assist our clients in reviewing all the Elements of a Business Contract in order to make it clear and safe for them from a legal point of view, according to the law governing the Contract.

Generally, we particularly focus on the following items:

The definition of each term used in the Contract is important in order to avoid any misunderstanding between the parties in the interpretation of the Contract.

The more words and disambiguations are made in the Definition clause, the less the possibility of a misunderstanding between the parties on the interpretation of the clauses of the agreement.

The correct formulation of the Pricing Clauses in the context of long-term Contractual relationships as well as when it comes to acquisitions of companies is of paramount importance. We spend time discussing with our clients about the best practices to negotiate Pricing clauses.

Termination Clauses are also very important since they define the terms on which each party is bound by the Contract.

Particular attention must be paid to the initial Duration and the Renewal Terms as well as the Termination Procedures through which the parties can free themselves from the Contractual relationship.

Determining the limits to the Compensation for damages arising from the non-performance of the agreement as well as indicating the remedies available to the parties to force the other to perform its obligations is key in order to make sure that each party is aware of the consequences of a Contract Breach. The formulation of these clauses may be very nuanced and usually, like for Pricing, requires  negotiation.

The parties must agree on the Governing Law of a Contract and shall be fully aware of their choice.

Indeed, the Governing Law determines the legal criteria on the basis of which a dispute will be solved and in most cases also the courts that will  rule on the dispute. 
It is important that the parties choose the law that best governs their interests, taking into account that the Governing Law shall be preferably also the law that governs the enforcement of courts’ decisions. 

If national courts are naturally competent to rule on any dispute, resorting to Arbitration can be a very good option in case the parties look for a quick, reliable and confidential solution to their controversies. 

We counsel our clients on structuring suitable Arbitration and Mediation clauses, in particular with the insertion of Multi-Layer Clauses where  there is an obligation or the possibility for the parties to go through a Mediation process before commencing Arbitration or in parallel to the Arbitration proceedings.

For technical disputes, the parties may also provide for the appointment of an Expertise or Dispute board to assess the merits of their dispute. This way,  the parties may be able to find a possible agreement, before initiating the Arbitration proceedings. 

Inserting such a clause into an Acquisition Contract may protect the buying party from a significant decrease in value of the target Company.

Indeed, before the closing date, an external and unforeseeable event may have a dramatical impact on the value of the target Company, making the initial terms of the deal void from a Business point of view.

That is when the Material Adverse Change (MAC) clause comes into play, by allowing the buying party to interrupt the negotiations in order to avoid a very unprofitable deal.

It is recommended that MAC clauses include precise parameters and thresholds to quantify the impact of an event as well as its duration in order to make it clear in which cases the clause shall apply.

Our Partners

We work closely with many Law Firms and Accountants around the globe.

Through our Partners, we are able to provide assistance with the following matters:

US Tax and Accounting

US and Canada Immigration Law

Business Setup in the US, Canada and UAE/Dubai

Trademark Registration in the US and Europe

Since 2024, our law firm has become a member of the Legal Cooperation Alliance (LCA), a vibrant and exclusive network of Partner Law Firms extending over the 5 continents. The law firms Members of LCA are carefully selected for their impressive client success rate

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