Practical guide for SMEs: How to protect your business with solid B2B contracts, M&A transactions, crisis management, and intellectual property protection. Expert legal analysis by Avvocato Carlo Carta.
Avv. Carlo Carta
Commercial and Corporate Law Expert
A well-structured contract serves to:
Precise description of goods/services
Terms, installments, default interest
Penalties for delay
Conformity guarantee, warranty period
Conditions and notice period
Applicable law and court
Extraordinary operations involving the combination or acquisition of businesses:
Warranties are representations made by the seller about the company's situation. They allow the buyer to know the actual state and create a basis for compensation claims.
Accuracy of financial statements, no undisclosed liabilities
Compliance, permits, no pending litigation
Intellectual property, contracts, compliance
Employee contracts, labor disputes, pension
Clauses providing specific compensation for certain events. Unlike warranties (broad scope), indemnities concern specific, identified risks.
Example: If a tax dispute emerges, the seller may issue a specific indemnity to hold the buyer harmless.
The Crisis and Insolvency Code (CCII), in force since July 15, 2022, introduced new tools prioritizing business continuity over liquidation.
The entrepreneur has the duty to establish an organizational, administrative, and accounting structure adequate to the nature and size of the business. This obligation serves to:
The law (Art. 2086 c.c.) requires directors to promptly adopt necessary measures when a state of crisis emerges. Delaying can result in personal liability.
Extrajudicial tool with expert assistance
ADVANTAGE: Confidentiality and business continuity
Proposal to creditors of a restructuring plan
ADVANTAGE: Possibility to satisfy creditors fully or partially
Agreements between debtor and creditors
ADVANTAGE: Flexibility in configuration
When it's not possible to restore balance
LAST RESORT, to be avoided if possible
Prudent manager diligence (Art. 2392 c.c.)
Not using business opportunities for oneself
Not disclosing confidential information
Monitor business performance
Failure to adopt measures to detect crisis timely results in joint and several unlimited liability.
Statute of Limitations: The liability action is barred after 5 years from leaving office.
Intellectual property (trademarks, patents, design, copyright) is often one of the most valuable assets for:
A trademark is a distinctive sign identifying entrepreneurial origin. Register at:
Italian Patent and Trademark Office - for Italy
European Union Intellectual Property Office
Patents protect industrial inventions with technical effect. Duration: 20 years. Requires annual fee payment.
Confidential information with economic value (formulas, processes, client lists). To protect it you need:
Situation
Manufacturing SME acquires tech business unit with 15 employees and patents.
Action
Complete due diligence, warranty negotiation, earn-out structure.
Result
Transaction in 4 months, successful integration, zero disputes
Situation
50 expired supply contracts, €2M risk exposure.
Action
Complete contract review and renegotiation.
Result
Contracts secured, relationships preserved, risk -90%
Situation
Food startup with Italian trademark only, foreign competitors using similar signs.
Action
EUIPO registration, 12-market analysis, action in Germany.
Result
European protection, competitor ceased, company value increased
Has your company adopted the adequate structures required by the Crisis Code?
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