Italy

PwC Legal advised Airvance Group on its acquisition of a stake in France Air Italia. The selling shareholders were advised by LawaL Legal & Tax Advisory. Airvance Group, headquartered in Beynost, France, is a European leader in the ventilation, air treatment, and indoor air quality sector for buildings. It operates in 17 countries through its network of subsidiaries and is present in over 50 countries in total. Founded in 1994, France Air Italia primarily serves HVAC installers and boasts a well-established reputation in its market, combining distribution and manufacturing of air treatment components. With this transaction, Airvance Group aims to ensure the long-term growth of France Air Italia. PwC acted alongside the buyer, Airvance Group, with a multidisciplinary team. In particular, PwC Legal assisted Airvance Group with all contractual and corporate legal aspects of the transaction, with a team led by attorney Davide Frau (pictured left), coordinated by attorney Gianluca Fiori, and comprising attorneys Riccardo Perlasca, Matteo Marciano, and Andrea Doro, as well as attorneys Francesca Tironi, Giulia Spalazzi, and Alessia Brambilla for labor law matters. PwC Tax assisted Airvance Group with tax due diligence, with a team led by Simone Marchiò and comprising Lara Guiotto and Paolo Bettinardi. Financial due diligence was conducted by PwC Deals, with a team led by Alessandro Curri and comprising Daniela Zagolin, Enrico Rossetto, and Leonardo Castellaro. The partners of France Air Italia were assisted with the legal and contractual aspects by LawaL Legal & Tax Advisory, with a team coordinated by attorneys Marco Pallucchini Wrede (pictured right) and Emanuele Francesco Rizzuti. Finally, the notarial aspects of the transaction were handled by Notary Demetrio Maltese, with the collaboration of attorney Vincenzo Pirato of FM Notai.

Milan, May 18th, 2026 – LawaL Legal & Tax Advisory announces the reappointment of its Partner, Paolo Comuzzi, as Chairman of the Board of Statutory Auditors of LASI S.p.A. This reappointment is a testament to the trust placed in Comuzzi’s professional career and the expertise he has developed in the areas of corporate governance, statutory audit, and corporate and tax consulting. LASI S.p.A. operates in the precision machining and industrial components sector, establishing itself as a company specializing in the production of high-tech solutions for various manufacturing sectors. The company stands out for its strong focus on quality, process innovation, and the ability to meet the needs of clients active in both domestic and international markets. “The renewal of this appointment is a source of great satisfaction and responsibility for me,” stated Paolo Comuzzi. “I will continue to make my professional experience available to the company, with the aim of supporting a growth path founded on solidity, transparency, and a focus on governance.” With this reappointment, LawaL Legal & Tax Advisory further consolidates its presence alongside Italian companies operating in strategic sectors, reaffirming its role as the leading legal and tax advisor for corporate and governance matters. Il Partner di LawaL Legal & tax Advisory Paolo Comuzzi PER MAGGIORI INFORMAZIONI / FOR MORE INFORMATION Ambrogio Visconti, Partner PBV & Partners Srl [email protected] Mob +39 3386728934   Tel +39 0332.700542  

Milano, 25 marzo 2026 – LawaL Legal & Tax Advisory ha assistito Solution Bank S.p.A. (con un team composto da Vito Ronchi, Ambra Cortesi e Giovanni Boccia) nella strutturazione ed erogazione di un finanziamento a medio-lungo termine, assistito da un articolato security package (comprensivo anche della garanzia rilasciata dal Fondo Europeo di Investimento nell’ambito del programma “InvestEU”), a favore di un veicolo di club deal coordinato da Guido Fileppo, nell’ambito del processo di riassetto societario del gruppo Farmoderm, realtà attiva nel settore cosmetico. Farmoderm è una società italiana specializzata nello sviluppo, produzione e commercializzazione di soluzioni dermocosmetiche ad alto valore aggiunto. Il gruppo opera con un forte focus su qualità, innovazione e ricerca, servendo prevalentemente il canale professionale e farmaceutico, e rappresenta una realtà di riferimento nel proprio segmento di mercato. LawaL Legal & Tax Advisory ha operato con un team guidato dal Junior Partner Luca Gobbi e composto dall’Associate Marco Baio, curando tutti gli aspetti legali e strutturali dell’operazione. [caption id="attachment_56052" align="alignnone" width="240"] Luca Gobbi, Junior Partner di LawaL Legal & Tax Advisory[/caption] PER MAGGIORI INFORMAZIONI / FOR MORE INFORMATION Ambrogio Visconti, Partner PBV & Partners Srl [email protected] Mob +39 3386728934   Tel +39 0332.700542 ************ ABOUT LAWAL LEGAL & TAX ADVISORY LAWAL è una società tra avvocati società benefit operativa sulle quattro sedi di Milano, Roma, Torino e Parigi. Nata nel 2022 come studio multipractice, si occupa di Regolamentare Bancario e Finanziario, M&A, Private Equity, Venture Capital, TAX, Media, Risorse Umane, Litigation, Contrattualistica, Diritto delle Costruzioni, Diritto Fallimentare e Ristrutturazioni. ************ LawaL Legal & Tax Advisory advises on the financing of Solution Bank S.p.A. in support of Farmoderm's corporate restructuring LawaL Legal & Tax Advisory assisted Solution Bank S.p.A. (with a team composed of Vito Ronchi, Ambra Cortesi and Giovanni Boccia) in structuring and providing medium/long-term financing, backed by a comprehensive security package (including a guarantee issued by the European Investment Fund under the InvestEU program), to a club deal vehicle coordinated by Guido Fileppo, as part of the corporate restructuring process of the Farmoderm group, a company operating in the cosmetics sector. Farmoderm is an Italian company specialising in the development, production and marketing of high added-value dermocosmetic solutions. The group operates with a strong focus on quality, innovation and research, mainly serving the professional and pharmaceutical channels, and is a benchmark in its market segment. LawaL Legal & Tax Advisory worked with a team led by Junior Partner Luca Gobbi and composed of Associate Marco Baio, handling all legal and structural aspects of the transaction.

In recent years, sustainability has moved from a voluntary commitment to a core element of corporate governance, particularly in the fashion industry. As global supply chains face increasing scrutiny, contractual sustainability clauses have emerged as key legal tools to ensure compliance with environmental standards and the protection of human rights. These provisions not only mitigate legal and reputational risks but also promote more responsible and ethical production models. Sustainability clauses are typically included in commercial agreements—especially supplier contracts—and impose obligations relating to environmental protection, labour conditions, and ethical practices. Suppliers are often required to comply with internationally recognised standards, including fair wages, safe working conditions, and prohibitions on child and forced labour, in line with frameworks such as ILO standards, the UN Global Compact, the OECD Guidelines, and the UN Guiding Principles on Business and Human Rights. Their relevance is particularly evident in the fashion sector, where production is frequently outsourced to jurisdictions with varying regulatory standards. In this context, contractual clauses allow companies to extend their sustainability commitments throughout the supply chain, transforming ethical expectations into legally enforceable obligations. A central function of these clauses is the protection of human rights. By embedding human rights standards into contracts, companies can hold suppliers accountable for violations. Typical provisions include audit rights, reporting obligations, and termination clauses in cases of non-compliance. For example, suppliers may be required to submit periodic reports, allow third-party inspections, and implement corrective action plans where breaches are identified. In more serious cases, contracts may provide for termination where violations—such as child labour—are not remedied within a specified timeframe. As a result, contracts increasingly operate as practical due diligence tools, enabling companies to identify, prevent, and address risks across their supply chains. Due Diligence vs. Audit From a legal standpoint, due diligence represents a more advanced and comprehensive approach than traditional audits. While audits function as ex post verification tools—assessing compliance at a specific point in time—due diligence entails ongoing, preventive obligations. Modern ESG and human rights frameworks require companies to continuously identify, assess, and mitigate risks across their value chains. This includes integrating risk mapping into corporate governance, adopting preventive policies, and ensuring effective remediation mechanisms. This shift has significant implications for directors’ liability. Failure to implement adequate due diligence processes may expose directors to claims for breach of their duties of care and proper management, particularly where foreseeable risks materialise into legal, financial, or reputational harm. Impact and Challenges Beyond compliance, sustainability clauses contribute to broader industry transformation. They encourage the adoption of sustainable materials, reduction of emissions, and adherence to circular economy principles. At the same time, they strengthen internal governance by improving risk management, transparency, and board-level oversight of ESG issues. However, challenges remain. Enforcement can be difficult, particularly in jurisdictions with weak regulatory systems. Audits may be costly and not always effective, especially where suppliers lack transparency. Additionally, there is a risk of disproportionate burden on smaller suppliers, raising concerns about fairness and the need for more collaborative, capacity-building approaches. Looking Ahead Sustainability clauses are expected to play an increasingly central role, driven by emerging mandatory due diligence regulations. At the same time, technological solutions—such as blockchain and digital traceability tools—are enhancing supply chain transparency and improving monitoring and enforcement. Conclusion Sustainability clauses are no longer ancillary provisions but key instruments of corporate governance and risk management. They reflect a broader shift in which contracts serve not only to allocate risk but also to enforce environmental and human rights standards across global supply chains. Their effectiveness, however, depends on their integration into robust governance systems and continuous due diligence processes. When properly implemented, they represent a powerful mechanism to promote accountability, prevent harm, and support the transition towards a more sustainable and responsible fashion industry. Edited By: Francesca Cossu