1. I - 20162 Milan - Via G. Koerner 3
Tel. +39.02 47763214 . Fax +39.02 87365864
E-mail: alberto.gulisano@gulisano.it - www.gulisano.it
Milan, March 18th
2013
LAW FIRM
We are a small independent Italian law firm based in Milan, Italy. Our clients include
domestic and international organizations active in the various field of business, included
energy, corporate, financial and real estate.
Our goal is to work according to the highest standards of the large law firms or multi-national
corporations where we matured our experience. Our aim is to provide our clients with a top
quality range of services and our approach is to ensure that we have a full on-going
understanding of our client’s project and overall priorities and objectives.
To provide clients with the necessary assistance, we cooperate with specialized colleagues in
the fields not covered by our Law Firm, as well as with tax consultants active in international
fields. We also established strong relationships with leading international law firms for the
sake of covering also abroad all our client’s needs.
The responsible partner is Mr. Alberto Gulisano, lawyer admitted to the Milan Bar and the
services will be provided in Italian, English and German language.
PRACTICE AREAS
Corporate and Commercial Law
The Law Firm provides its advice in the field of corporate governance, as well as in the
structuring of any kind of commercial operation, included the drafting and negotiation
of any commercial agreements. In the field of operations such as joint ventures and
M&A, the Law Firm provides assistance, inter alia in:
a) incorporation of companies and temporary association of enterprises;
b) drafting and negotiation of shareholder agreements and other types of cooperation
agreements between the parties;
c) acquisition of shares, corporate restructuring through mergers and demergers,
conducting of due diligence and preparation of the relevant contracts.

2. 2
Energy, Water and Environment
Energy
Our Energy practice is active since several years, also due to the increase of such area of
business in the last years, with increase of need of specific competences in such field.
The Law Firm provides clients with its advice on all aspects of large-scale power
generation projects to be financed on a Project financing or Leasing and equity basis,
from conception to completion, being usually involved in all stages of the same,
included development, financing and operation.
Our specialization focuses also on handling of all sort of renewable energy projects,
including wind, solar, hydroelectric, waste-to-energy, biofuels, biomass, in which we
advise on the full range of legal issues (project planning, development, financing,
project management).
Our services in such practice area are also the following:
• Drafting and negotiation of contracts for the construction and maintenance of the
plants, including the FIDIC-based contracts, from conventional as well as from
renewable source, such as wind, solar and biomass farms.
• Support in the authorization process and construction of power interconnection
infrastructures with other countries for the import of electricity in Italy, involving
regulatory issues, competition, and contractual relationships with electric
operators abroad.
• Resolution of all legal issues related to both project development and the
construction and operation of power plants, also with the intervention and support
in the various stages of development phase, as well as in the drafting and
negotiation of agreements with the landowners.
• Drafting of contracts for the financing of the facilities and negotiation of the same
with financial institutions.
• Assistance in the phase of the sale and purchase of existing infrastructure assets.
• Managing data rooms and participation in due diligence activities for the
acquisition of new project companies (SPV) and analysis of the criticism
connected to the transactions.
• Drafting of contracts for the supply of electricity to third companies or utilities.
Oil and Gas, Environment
We provide advice and assistance in each stage of the production process, from
upstream exploration, extraction and production; midstream transportation, pipelines,
storage and trading to the development, refurbishment and operations of refineries and
other facilities for processing and storing petrochemicals, as well as supply and import
via regasification terminals, transport, distribution and sale both in terms of contractual
issues (including international) both in the regulatory and competition, including
relations with the authorities.
The Law Firm provides its advice and assistance in the management and treatment of
waste, aimed at the production of energy and heat, remediation of contaminated sites,
exposure to electric, magnetic and electromagnetic fields.

3. 3
Finance, Project Finance and Leasing
The Law Firm provides its advice in structuring of transaction, drafting and negotiation
of financing documents, including the common terms agreement, facility agreement,
direct agreement, security documents, and ancillary documents, as well as in evaluating
legal risks and business opportunities, both in the leasing and project finance fields.
With reference to the Project finance, the service complies with all the important
following phases of the project financing:
• both in those related to the private field: negotiation of the agreement between the
parties; execution of the agreement, which focuses on the implementation of the
obligations as well as the structuring and execution of the security package in the
interest of the lenders;
• those related to the public field (l.109/1994): planning the intervention and
evaluation of compatibility with the instruments of the P.A.; evaluation of the
proposal of the promoter; bidding process for the construction and operation of the
intervention; incorporation of project companies (Special Purpose Vehicles),
relations between the various authorities.
Licensing and Regulatory
The Law Firm assists its client in relation to the application for, securing of, or
challenges to relevant regulatory approvals and permits required for your operations in
the renewable energy sector, including construction, environmental and competition.
We can provide advice as to the regulatory (including public procurement) requirements
applicable to the operation of this type asset concerned.
The Law Firm provides also its advice and assist its clients in in the handling of their
relationships with public authorities. Wide experience in the area of procurement of
works, as well as public works, Public Private Partnerships (PPP) and contract awards
and in the representation of public administrations in drafting the documentation for
procedures and tenders and also assist them in the execution phase.
Real Estate
The Law Firm has significant experience in negotiating and structuring (including due
diligences) real estate transactions relating to of real estate assets such as residential,
commercial and industrial property as well as office, retail, hotels and leisure. The Firm
also gives advice in both public and private procurement, assisting clients, both Italian
and foreign, in the stages of participation in tenders, negotiation and drafting of
contracts, in the phase of management and execution of the contracts as well as in any
litigation, both under civil and administrative law.
Internationalization of Companies
In the field of internationalization of private companies, the Law Firm is active in
providing assistance in the acquisition of foreign local companies, setting up wholly
owned subsidiaries and joint ventures with local partners) and more generally on
business expansion projects in those foreign areas, with help of local consultants. Strong
experience in drafting and negotiating distribution, agency and supply contracts, and,
more generally, the contracts necessary for the development of business strategies for
expansion.
Litigation and Arbitration
Assistance in favor of Italian and foreign companies with respect to any civil dispute,
including also a network of qualified foreign studies.

4. 4
The Law Firm also provides assistance to Italian and foreign clients in arbitration
proceedings before national and international organizations, both as members of the
arbitration or of sole arbitrators, either by operating as defense attorneys.
OUR EXPERIENCE AND TRACK-RECORDS IN THE ENERGY FIELD
In order you can be able to evaluate our experience in the energy, commercial and corporate
sectors, please find here below a list of the major transactions and clients assisted by us in the
last years:
Assistance to Veronagest S.p.A. in the development of any projects for the
construction of wind power plants;
Assistance to International Power Global Developments Limited in the
development of projects for the construction of wind power plants;
Assistance to Iris 2006 S.r.l. in the development of projects for the construction of
wind power plants in the Municipalities of Cutro and Rocca Imperiale;
Assistance to Società Agricola Agroenergia s.r.l., based in Brescia, for the
negotiation of a project financing loan agreement with Centrobanca (about € 12
million) for the financing of two big projects for the realization of photovoltaic power
plants in the Municipality of Isso (BG);
Continuative advice to CONERGY Italia S.p.a., based in Vicenza (headquarter in
Hamburg, Germany), in the development, construction and financing (mainly on a
project financing or leasing basis, as well as on a equity basis) of many projects for the
construction of photovoltaic power plants in south Italy, as well as assistance in the
related corporate and contractual issues;
Assistance to REC Systems Italy s.r.l., based in Milan (headquarter in Sandvika,
Norway), in the drafting and negotiating with the American counterparty and of the
EPC and O&M Agreements for the construction and operation of two big projects for
the realization of photovoltaic power plants, both in the Municipality of S. Benedetto
dei Marsi (AQ);
Assistance to REC Systems Germany GmbH based in Munich, (headquarter in
Sandvika, Norway), in the drafting and negotiating of a sale and purchase agreement
for the acquisition of two target companies, owners of two different PV projects for
the realization of PV Plants in the municipality of Borore (NU) (Sardinia);
Assistance to Solon S.p.A. in the development of projects for the construction of
photovoltaic power plants in the Municipality of Padova;
Assistance to NRG Agrivis s.r.l., based in Brescia, in the starting of the development
activity for construction of PV Plant in Romania.
Assistance to Energy Resources Holding S.r.l., based in Jesi (AN) for the
construction and operation of a photovoltaic power plant in the Region of Lazio;
Assistance to Martifer Solar s.r.l., based in Milan, for the support in the first draft of
a EPC and O&M Agreements for construction and operation of any PV Plants;
Assistance to Wind Project I S.A. in the development of projects for the construction
of photovoltaic power plants;