U.S.-Italy Crossroads
US-ITALY CROSSROADS
The strategic decision to enter a foreign market presents management with a challenging set of critical decisions that often alters dramatically a firm’s culture and business prospects. Matters such as understanding thoroughly the served foreign market, its competitive landscape, product positioning and of course, the structure and the financial implications of the chosen business collaboration all come to bear on a cross border market entry.
US-ITALY CROSSROADS is a boutique management and consultancy firm specifically focused on facilitating and enabling successful collaborations between Italian and U.S. enterprises. Our main focus is U.S.-Italy cross border matters and we act as a one stop shop for U.S. and foreign clients involved in matters connected with Italy and Italian and foreign clients involved in matters connected with the U.S., ranging from a onetime investment or single transaction to a stable and far reaching business operation.
The Firm’s services derive from its extensive experience with complex international law and business matters, investment transactions as well as C-level management experience, all involving U.S.-Italy collaborations. With offices in New York City, Cleveland, Ohio, Genoa and Milan, Italy, the firm stands ready to assist with our clients’ cross border transactions.
US-ITALY CROSSRADS has deep experience with respect to complex cross border investment transactions and has developed an extensive network of contacts in business, government, and technology sectors on both continents. The Firm has extensive experience in guiding Italian corporate citizens with respect to the entry and expansion of business activities in the U.S. as well as U.S enterprises seeking access to the Italian marketplace.
We also firmly believe that bridging cultural differences are critical to any form of collaboration, particularly on a post-acquisition basis. Our knowledge of the cultures and business practices of both countries is of significant value in developing successful cross border alliances.
For our legal services, consultation and advice we work through our associated law firm MQR&A in Italy and New York (www.lawrossi.com). For accounting, financial statement and tax returns services we work through our associated CPA firms.
Our Services
We aim to enhance and expand our client’s operations thru our added value services. Our cross border services encompass the entire range of development from market entry to establishment of permanent operations to post-acquisition transitional management.
For this purpose we assist our clients in respect of the following key aspects of international business operations and strategic investments:
-
Sales and Distribution Channels
-
Identify and conduct due diligence upon prospective foreign agency
-
Negotiate and document operative agency agreement;
-
Intellectual Property (IP) Licensing
-
IP Portfolio management
-
Negotiation of IP agreements
-
Cross border tax treatment of IP
-
Cross Border Mergers and Acquisitions
-
Turn key capability
-
Extensive due diligence covering entire spectrum of target’s operations
-
Technology
-
Financials
-
IT
-
Business strategy
-
Sales and Marketing
-
Manufacturing operations
-
Human resources
-
Negotiation of definitive acquisition agreement
-
Adroit management of service providers (law and accounting firms)
-
Post closing integration with focus upon human resource strategies
-
Transitional management services at C-level with P&L responsibility until permanent management is in place:
-
Restructuring programs and change management
-
Development of effective Board of Directors
-
Early Stage Enterprise
For Italian entrepreneurs seeking to secure early or growth stage capital in the U.S., we have experience in both the raising of early stage capital as well the management of the early stage enterprise, with particular emphasis on the technology centric enterprise. Services encompass the entirety of an investment transaction as follows:
-
Technology Collaboration and Commercialization
-
Introduction to early stage capital sources
-
Pre-money and post money enterprise valuation
-
Negotiation of terms of investment
-
Intellectual Property Portfolio management
-
International Legal and Tax Planning
For Italian companies seeking to expand internationally and in the U.S., through our associated law firm MQR&A we act as outside legal counsel and provide the full range of international and U.S. law and tax services covering all U.S. and cross-border legal and tax issues, including:
-
Corporate, contract and employment law advice;
-
Corporate legal administration and compliance services;
-
IP registration services and assistance;
-
Permits, licenses and regulatory matters assistance;
-
Accounting, tax return preparation and filing;
-
International tax planning;
-
EU planning;
-
Offshore planning;
-
Transfer pricing;
-
Tax treaties;
-
Foreign tax credits and elimination of double taxation;
-
Contract manufacturing and limited risk distributions structures;
-
U.S.-Italy cross border planning:
-
U.S. federal and state tax planning;
-
Tax deferral for foreign profits;
-
Tax efficient repatriation strategies.
Billing and Fees
The Firm’s offices were designed to feature low overhead and extensive use of communications technology. As a result, client fees are very reasonable and offered at a meaningful discount to traditional large legal and consulting firms
Our Principals
Marco Q. Rossi
Marco Rossi began practicing law in 1991 in Italy and he soon focused its practice on the area of international taxation and business law. He set up his own firm in 1998 and in 2005 he established Marco Q. Rossi & Associati, a boutique international law firm with offices in Italy (Genoa and Milan) and international headquarters in New York devoted to U.S. and Italian international legal and tax planning for individual and corporate clients in Italy and the United States. Marco holds a law degree from Genoa University School of Law and an international Tax Law degree from New York University School of law. He is member of the International Fiscal Association, American Bar Association, New York State Bar Association and New York City Bar Association. He is also member of the American Chamber of Commerce in Italy. Marco regularly lectures and publishes articles on international business and tax matters in Italy and the United States. Marco provides legal and tax advice on international business transaction and cross border investments, assists foreign and Italian companies with established U.S. operations or planning to enter the U.S. market; individual investors on asset protection, estate and trust planning matters; Italian and foreign executive personnel assigned to U.S. subsidiaries on cross border immigration, employment and tax planning matters; foreign and U.S. companies operating in Italy and foreign and U.S. individuals investing or doing business with or in Italy.
Mark V. Santo
Mark V. Santo is an accomplished senior executive with extensive international business, law, and finance and management experience. Mark began his international legal career following his graduation from Georgetown University Law Center with a post-graduate law degree in International and Comparative Law. Over a twenty year career in international law, business and finance and traveling the world many times over, Mark has acquired an extensive network of international associates and colleagues at the highest levels of law, business, academia, and world affairs. During his career, Mark has continued to deepen his life-long interest for world affairs and foreign policy matters and has served as President and CEO of the Cleveland Council on World Affairs.
Early in his career, Mark joined the Finmeccanica Group of Rome Italy as its chief US-based counsel. Finmeccanica is a world leading aerospace conglomerate and is engaged in the development, design and manufacture of aircraft, helicopters, satellites, missile systems and other equipment for the defense, aeronautics, transportation, helicopter, energy, space, information technology and microelectronic industries. In 1990, Finmeccanica posted Mark to its largest US operation at that time, the Bailey Controls Company of Wickliffe, Ohio where he served as Elsag Bailey’s Group Vice President and General Counsel.
While serving in this role, Mark played a key senior executive role in transforming the Elsag Bailey Group into the most important investment in the US by an Italian company at that time. Specifically, Mark served as a senior executive engaged in the execution of over $3+ billion dollars of cross border mergers and acquisitions for the Elsag Bailey Group. This consolidation program within the industrial process automation sector resulted in Elsag Bailey revenue growing from $200 million to $2 billion within a seven-year period, and culminated in a workforce of 12,000 employees and 40 operating units in 25+ countries. By 1999, the Elsag Bailey Group became the second largest process automation group in the world, with its shares listed on the New York Stock Exchange. In 1999, Mark was a key manager with respect to Finmecannica’s divestiture program which included the sale of the Elsag Bailey Group. Following a worldwide auction by Merril Lynch International of the Elsag Bailey Group, a sale of the Group was made to Asea Brown Boveri (“ABB”) for $2.1 billion dollars at a 100% increase in share value.
Following the sale of Elsag Bailey, Mark pursued investment and management opportunities in the industrial technology sector. Since then Mark has worked extensively in the high technology sector and has assisted organizations in the raising of private equity and venture capital investment as well as serving in senior executive management roles. Most notably, in 2003, Mark acquired Parvus Corporation, an aerospace electronics group based in Salt Lake City on behalf of a European-based embedded systems conglomerate, the Eurotech Group. Following this acquisition, Mark served as President of Parvus Corporation and successfully led the restructuring of Parvus and grew its revenue and profitability over the next three years.
Today, Mark continues to advice and counsel high technology concerns in the internet realm and clean energy sector as well as being an Adjunct Professor of Strategic Formation and Implementation at the Donahue Graduate School of Business of Duquesne University in Pittsburgh, PA.
Italian Americans
Legal Services for Italian Americans
If you are an Italian American who relocated and lives in the U.S., you may still have links to or interests in Italy for which you might need assistance or advice.
You might have a house or apartment that you own as an investment property and from which you collect or want to collect rent; you or any of your family members may be entitled to a pension or other social security payments from the government; you may inherit or receive by gift Italian located assets, or you may have a bank account under your name with funds or other investment assets and generating income (interest, dividends, etc.).
We provide specialized services to Italian Americans on all Italian related legal matters, including:
- managing Italian real property;
- assisting in leasing, selling or buying real property on the market;
- prepare and enter into contracts of lease for real property, collect rent; pay for common charges and insurance;
- manage landlord-tenant relationships and disputes;
- buy or sell real other properties (cars, etc.);
- going through the probation procedure and complete the transfer of estates at death or inter vivos transfers;
- dealing with Italian estate and gift taxes;
- preparing and filing income tax returns;
- family and trust planning;
- collecting social security payments or grants;
- managing bank accounts, collecting funds, investing, complying with reporting and banking documentation requirements.
Corporate Law Services
Corporate Law Services
Our services in this area include:
- advising on the choice of entity;
- preparing the powers of attorney to execute the corporate documents in Italy on behalf of the client;
- preparing and executing the articles of organization and operating agreement for foreign-owned Italian entities;
- preparing the minutes of meeting of shareholders and directors of foreign-owned Italian entities;
- obtaining tax code numbers for the entity, its directors and shareholders;
- assisting in setting up bank accounts for the entity;
- registering the entity and its directors with the Chamber of Commerce;
- assisting in mergers, acquisition, transfer or issuance of shares or other major corporate transactions;
- assisting in the liquidation or winding up of the entity and termination of the business;
- providing registered office, representation and domicile services;
- acting as directors or auditors for the Italian entity;
- bookkeeping, accounting, tax return preparation and filing.
Business Transactions
Legal and Tax Planning for Business Transactions
Foreign clients who intend to start a business in Italy can do it by opening a manufacturing or selling branch, or by setting up a partnership, limited liability company or corporation.
Under current law, under certain circumstances corporations and limited liability companies can elect to be treated as fiscally transparent entities, thereby providing the benefit of limited liability while avoiding double taxation of corporate profits.
Depending on the legal form chosen to conduct the business, different tax rules would apply. Different lines of business can be conducted through separate entities and corporate entities belonging to the same group can be consolidated, for tax purposes, with the result of offsetting profits and losses and reducing the overall tax burden within the group.
Italian holding companies can also benefit from the participation exemption regime which exempts 95 percent of the dividends received and gains realized through the sale of stock held in other companies.
In this area of law, we assist our foreign clients in the following:
- choosing, forming and setting up the Italian entity;
- setting up the Italian entity's banks account;
- opening an office in Italy;
- employing staff and personnel;
- obtaining visa for foreign employees assigned to the Italian subsidiary;
- setting up the intra group transactions between the Italian subsidiary and its foreign parent or affiliates;
- dealing with Italian transfer pricing issues;
- handling withholding tax issues on outbound transfers of moneys (dividends, interest and royalties);
- obtaining relief from tax on outbound dividends, interest and royalties under the EU directives;
- qualifying for the participation exemption for dividends and gains from the sale of stock.
- reducing Italian taxes on the profits of the Italian subsidiary through proper planning.
- managing the liquidation of the Italian entity and repatriation of profits in a tax efficient way;
- carrying out mergers, acquisitions or other corporate reorganizations;
- entering into joint venture, agency, distribution, franchising or other collaboration agreements with Italian counterparts for the expansion of the business in Italy;
- registering trademarks, patents or other intellectual property in Italy.
Real Estate Investments
Legal and Tax Planning for Real Estate Investments
Italian real estate market offer great investment opportunities.
Real estate transactions are governed by specific rules which set forth the procedure to complete the deal, from the preliminary contract of sale and purchase through the closing.
Real property rental income and gains are subject to tax in Italy, and nonresident individuals or companies must report their real property holding and file an income tax return.
We assist foreign investors in properly structuring their real estate investments in Italy to minimize the impact of Italian taxes, facilitate the management of the investment and the allow the exit once the investment is terminated, including the use of foreign or Italian holding companies, the enhancement of tax deductions and benefits, and the use of other favorable tax provisions.
Our services in this area include:
- assistance in the sale and purchase transaction throughout all its stages from the offer to the preliminary contract to the final closing;
- assistance in managing Italian real property, including preparing and entering into contracts of lease, collecting rents, paying insurance and management fees and costs, attending condominium board meetings and handling condominium matters etc.;
- advising on the proper planning of the transaction to obtain tax and legal benefits.
