RESTRUCTURING AND SPECIAL SITUATIONS
The Restructuring and Special Situations Business Line consists of a cohesive team of people, strongly focused on the corporate aspects and, therefore, on the operational business management (turnaround) of companies in difficulty. This focus does not exclude competences, of the same team, also in finance, law and insolvency procedures. These specific skills are complemented by an external network of legal professionals. Further innovative activities, described below, complete the range of services offered. Our team is also able to support, in a secure, fast and shared manner, public administrations in the area of analogous control, i.e. the exercise of control over a company analogous to that exercised over its own services.
PREPARATION OF RECOVERY PLANS
We perform the role of Financial Advisor, preparing Corporate Restructuring Plans in bankruptcy or extra-bankruptcy contexts, with focus on industrial, commercial and strategic aspects of the companies, at the indication of Financial Institutions or, in total autonomy, on the client side.
CORPORATE GOVERNANCE OF COMPANIES UNDER RESTRUCTURING
We take on the positions of Board Member, Member of the Board of Auditors and Liquidator of companies in crisis, particularly at the indication and in the interest of Banks and/or Financial Shareholders, based on specific and qualified previous experience.
OPERATIONAL TASKS (CROS)
We act as Chief Restructuring Officers (CROs) in situations of particular corporate difficulty or for fiduciary reasons, especially in specific industries in which we have extensive experience, either through dedicated management delegation, or in a more advisory capacity, assisting key entrepreneurs and managers in the most crucial turnaround phases. We have experience in managing labour relations in complex corporate environments.
Buy-side or sell-side assistance of targets consisting of companies in crisis; we have the following competitive advantages:
- Team creativity, able to identify innovative and transversal solutions
- An adequate network of industrial and financial relations
- Negotiation skills and specific experience in Transaction services
We can also count on the international presence of the RSM network, which is present in 120 countries.
WORKERS BUYOUTS (WBOS)
Especially in the current economic phase, the active participation of workers in the capital of companies becomes a decisive instrument both for the revitalisation of companies in crisis and for the continuity of family companies without management succession. Internationally, the wave of opinion pushing for the "democratisation of the company" is rising: the Wbo is one of the main operations through which it can be implemented in practice and the RSM team is dedicated to following its evolution and promoting its implementation, following best practices.
CORPORATE RESTRUCTURING/RECONVERSION VERSUS GREEN-CIRCULAR-DIGITAL ECONOMY
Particularly in the midst of the current conjunctural phase and in the context of the stringent Next Generation EU objectives, companies in crisis or even those in bonis, in the maturity phase, need to rethink their strategy and market positioning. The RSM Team, supported, where necessary, also by engineers and technicians with specific energy, environmental, technological and process efficiency expertise, is able to help companies reposition themselves towards sustainability, not only in appearance, intervening in all industrial phases (design, procurement, sale, delivery, after-sales service), also through innovative collaborations with other companies, within the framework of supply chains - Enterprise Networks. The other RSM Team dedicated to Facilitated Finance for Large Projects often intervenes to support client companies, in close synergy.
UTP/NPL SINGLE NAME SUPPORT
The RSM Team assists financial investors (funds and specialised banks) in the management of individual relevant positions, to carry out corporate turnaround, reconversion and repositioning activities, and/or individual, more limited activities of a technical nature, such as the overall audit of the company, information systems or limited reviews of specific balance sheet items.
In the context of Restructuring, the Forensic and Investigation Team cooperates where pathological aspects arise and conduct that is criminally relevant, even potentially, or contrary to the interests of the client company and/or its shareholders is detected.
COMPANY VALUATIONS AND FAIRNESS OPINIONS
The main activities in this segment relate to independent company valuations for the purposes of extraordinary transactions and/or the issuance of independent opinions on the fairness of values to be realised in the context of planned transactions, also in the context of company crises.
CERTIFICATIONS OF BUSINESS PLANS
We provide our independence and autonomy of judgement to deliver realistic and credible opinions in insolvency and non insolvency proceedings.
We can also count on the support of the Audit team, for more complex cases and/or when the timeframe is very limited, employing, on a case-by-case basis, an adequate number of human resources to guarantee the achievement of the time and quality objectives set by our client.
This is the situation in which the public administration (PA) exercises over a company (investee or in-house) control similar to that exercised over its own services, with decisive influence over both the strategic objectives and significant decisions of the subsidiary. Joint analogous control is where the PA exercises jointly with other administrations over a company a control similar to that exercised over its own services.
THE RSM PROPOSAL: AN INTEGRATED DIGITAL PLATFORM
An integrated system, consisting of a dedicated digital platform called "Analogue Control", possibly integrated with other vertical platforms, and specialised consultancy to be provided in the areas of finance and audit, as well as process definition and control, business and quality control, and legal-corporate.
Thanks to the RSM "Analogue Control" platform, the three control steps can be carried out in a secure, fast and shared manner:
EX ANTE CONTROL INCLUDING:
- Forecasting the objectives to be pursued with in-house providing, with qualitative and quantitative indicators
- The approval/signature/amendment of the Service Contract and the definition of Specific Regulations for Corporate Governance
- The prior approval, by the Administration, of the planning documents, the corporate resolutions of extraordinary administration, the fundamental acts of management such as, the programming report, the investment plan, the development plan, the business plan, the economic-financial plan, the employment plan, purchases, asset disposals, and expenditure commitments of amounts exceeding a certain limit, etc
- The power to appoint and dismiss corporate bodies
CONTEXTUAL CONTROL INCLUDING:
- The request for periodic reports on management performance
- Verification of the status of implementation of objectives, with identification of corrective actions in the event of deviation or financial imbalance
- The provision of the possibility to provide binding guidelines on the economic and financial management of the in-house organisation
- The provision of inspections
- The periodic verification of compliance with specific sector regulations (e.g.: Public Transport, Urban Hygiene, Water Cycle, etc.), as well as with regard to Administrative Transparency, Anti-corruption, Privacy, adequacy of the Internal Control System, Risk Assessment, etc
- Communication to the Administration, by the Control and Supervisory Bodies in charge (Board of Statutory Auditors, Auditor, Supervisory Board pursuant to Law 231/90), after their internal coordination, of irregularities or anomalies that may occur during management
- The power to amend the standard outline of any service contracts with users
EX-POST CONTROL INCLUDING:
- Verification during the approval of the annual budget, providing guidance on the objectives for subsequent planning
- Benchmarking analysis
- The periodic carrying out of campaigns to verify the satisfaction of the final users of the service (customer satisfaction surveys) and of the employees (employee satisfaction surveys) of the in-house company