About
Annapaola Negri-Clementi is specialized in Mergers and Acquisitions, Private Equity and Venture Capital, with wide experience in Corporate Governance and an extensive knowledge in assisting innovative start-ups. She also has a recognized expertise in art law and cultural heritage.
She has more than thirty years of experience in sensitive corporate transactions. She has been, and still is, appointed as non-executive director by primary financial institutions, banks, insurance and listed companies under the supervision of European Central Bank, Consob, Bank of Italy and IVASS.
She edited the volume “Economy of art. Market, law and digital transformation” and the volume “The framework for the delegation of management duties” and contributed to the volume “Directors. Good Governance from the Perspective of NEDs” and to the volume “L'arbitrato dopo la Riforma Cartabia. D.lgs. n. 149/2022, arbitrati speciali, profili evolutive” with a focus on “Arbitration for art”.
She is the author of several publications and articles on corporate governance and art law, and she participates regularly as a lecturer in conferences, workshops and round table talks on the said topics.
She is admitted to practice before the Italian Supreme Court (Corte di Cassazione). She is a member of the Milan Bar.
Memberships
- Member of the Board of Directors of Nedcommunity (Italian association of Non-Executive Directors) and Member of the Advocacy Committee of EcoDa (the European Voice of Board Members, an independent organisation representing the main national institutes of directors in Europe).
- Member of Arbitrando (association for the promotion of the arbitration)
- Arbitrator of the Venice Chamber of Arbitration for Art
- Arbitrator of the Pool of Arbitrators, CAfA – Court of Arbitration for Art (Aja).
- Member of the Law, Art and Literature Committee of Ordine degli Avvocati di Milano.
Experience
- Advising a listed company on various acquisition and corporate transactions, including share sales and purchases, capital increases (including through participatory financial instruments), bond issuances, business transfers and leases, mergers and corporate reorganisations.
- Advising listed companies and SMEs on corporate governance, including the management of the board and shareholders meetings, board committee regulations and company compliance matters.
- Advising the shareholders of two banks in the sale of the entire share capital to a significant Bank, subject to the authorization of the Bank of Italy.
- Advising many start-ups, especially in the fintech sector and dealing with new technologies (Gen IA, blockchain), supporting them from the set up to the funding rounds, including business model assessment, corporate structuring and cap table analysis, investor negotiations with Venture Capital Funds, and issuance of convertible instruments (modelled on SAFE agreements).
