Strategic Empathy, Cross-Border M&A, and the Venice Startup Scene with Daniele Bartoli

Welcome to Studying Law Around the World. I'm Claudio Claus. In each episode, I talk with lawyers, law students, and professors from different parts of the world to talk about legal education, careers, and what the profession looks like in real life. We talk about the hard parts, the surprises, and the decisions that shaped their paths. Whether you're planning to study abroad, thinking about working in another legal system, or just curious about how law works around the world, this podcast is for you. Today I'm hosting Danielle Bartoli. He's a managing associate at Gatti Pavesi. I see here that you joined Gatti Pavesi as soon as you're finished law school. So I wanted to hear a little bit about, you know, your current role and and your story. Yeah, as you were saying, I'm bugging us who said the firm which is a full service law and tax firm with offices in Milan, Rome, London and Luxembourg and based in Milan. I'm originally from Venice, but I first moved to Bologna for study purposes and then moved here in Milan to work. As I was saying, agenda firm into our 2016 actually is more like I joined the 10 days alright, graduated by the way. Every time I find myself saying this to someone, I think I should have taken a vacation before I started. To be honest about jokes asides, I am really happier. I joined almost 10 years ago and I am active in the corporate department. I often advise the private equity players as well as industrial and within the firm, I'm currently part of the so-called innovation committee as well, which was set up within the firm and is responsible for guiding the terms digital transformation. Of course, trying to make legal services more efficient, secure, cutting edge. We are experimenting AI tools and trying to adapt them into our work. And lastly, speaking about rows, since July 2025, I'm a national representative for Italy within the Young Lawyers Committee, just like you are for Canada, if I'm not wrong, for the International Bar Association with about two years there. Fantastic. Well, thank you for sharing that, Daniel. And I'm, I'm curious here, what first drew you to corporate laws to M and A transactions? Did you start specifically on this row or did you have rotations in your firm? How did that work for you? Actually when I joined there were some open positions in and private equity and basically you can switch position once you are into the firm, but it's not that common. So I, I started with within the corporate M and A-Team my boss because there are a lot of teams working, I mean core business together with the tax and litigation. So there are I think 10 teams. I started work with this team and I never left it at the very beginning. I worked also with Professor Bianchi, one of the main partners who is a professor at the Bocconi University. So it was more like also opinions or university related work, but but indeed was from the beginning with the. Amazing. And I want to hear a little more about you know the money transactions, private equity cross-border deals specifically for from you know in Italian perspective. So what makes these transactions challenging? Interesting on your perspective? Yeah. And to say what first drew me to corporate law also when I was a student was then mix of strategy and real world impact. You know, I mean it, it's not just abstract legal theories, low emotion where decisions immediately shape companies, people and markets. And there's also something almost narrative we we could say about it. I mean, every day deal story, a company scaling up another people thing, founders making defining choices. And as a lawyer, you are right there in the middle translating that story into legal structure. And then there's complexity, of course, the transaction. Transaction is never straightforward. They are constantly piercing together legal, financial and strategic elements are. So I think that is very, very challenging and going to private equity and cross-border deals specifically when you work in that area. You are right. And at the intersection of strategy, finance and law, what really elevates the the challenge is the number of moving parts happening simultaneously across different jurisdictions. And they connect the need to liaise with a lot of lawyers and advisors acting in different countries for a legal perspective. Of course, one of the biggest challenges is navigating the multiple legal systems. Once you're not just dealing with a set of rules, you need to coordinate between different regulatory brainwash frameworks to corporate laws, tax regimes. And it also involves for instance, being updated from the political standpoint. I would say, for example, as you know, in recent years, FDI regimes or golden power, the so-called the golden power provisions have been introduced or reinforced by granting government veto powers over cross-border transactions that could theoretically result in foreign investors gaining control of strategic assets. So engaging in cross-border transactions also means understanding these these issues and knowing how to address them in in advance. And then when you're working with private equity players, especially, you know, cross-border environment, that was the structure itself, which is very complex. I mean, there are these type of transactions are often highly engineered, leveraged buyout minority investments, complex exit strategies listings. And each transaction requires careful legal design to bars, you know, or risk and returns and talking about risk. These deals think involving tense negotiation over, for instance, raccoon warranties, indemnities and increasingly things like PSG related profiles. And so the legal documentation becomes too, not just to record the deal, but to shape our risk, is shared between parties overtime. And then of course there is the timing and execution pressure because you have high deadlines, significant capital involved. And being able to manage all this while liaising with different countries and different cultures, I think it's very challenging. It makes it very, very exciting. I'm curious on another point when when advising the the clients that you have in transactions related to investment funds companies, strategic partnerships where there is some kind of change native to that transition be companies taking over in all of those employees might be you know changing and management to the new company that's taken taking over or any kind of change really that that comes into play. How do you approach that that change in your advice? Yeah, if you can, there is a very interesting part of the job because I mean, I would say that the legal toolkit, OK, stays the same of course, but the mindset shifts quite a bit depending on who you are advising. Of course, when you are working with private equity players, the approach is usually very dildo driven efficiency, focus. These clients, you know are highly sophisticated. You can reach maybe higher levels intellectually wise because they've done many transactions before and they tend to have a clear play on their role becomes about more execution at the high level. So you need to anticipate issues, streamline the process, and you need to focus heavily on the risk allocation exit strategy from day one because of course, when they're completing the the deal, kind of already looking at the other one and thinking about how to exit, how to, you know, get the returns on their capital invested. With industrial companies, the perspective is often more long term, I would say, and operational. And they're not just looking at the transaction as a financial investment. Of course, they are too, but not solely. They look at it as something that needs to integrate into their business people, processes, supply chains. And so you spend more time, I would say, on due diligence. And within that era, you focus beyond the legal risks and the specific meaning you will need to think how the deal will actually function those Rosing and you have to make sure that the contractor framework supports that integration. Also contractor wise, sometimes you you need to draft clauses which are very, very specific and trying to take all the day by day potential issues. Also with strategic partnership or joint ventures, it becomes something even more nuanced because there are often alignment between parties are going to work together over time, sometimes without a clean exit inside. So the focus shifted over governance decision making mechanism and this put the resolution marine, marine like normal clothes in this kind of transaction. It's the deadlock flows, you know, you try to anticipate how to resolve so and that kind of issue which may arise. So yeah, I think it's fascinating that you're constantly recalibrating and not just based on the transaction, but also on their clients priorities, the risk appetite, how they define or so the term, the concept of success because it also changes depending on the client you are advising. Reading about your story and your practice, I also learned that part of your experience includes at Secunderabad at a leading engineering group that focuses on downstream energy technology and projects. So I wanted to ask you a little more about how did that experience go for you and how working inside the company also helped you and, you know, way shapes, the way you think about businesses and the way you deliver legal advice. Yeah, in 2018 I was accounted for like 9 months, wasn't think at the legal department of Mira. Tecnimont's name is a Italian listed company which is active, as you were saying, EPC services business area focusing on chemical production and large scale power plants. And to say that experience was honestly a turning point in how I think about the legal advice also now, because when you're in private practice, of course you tend to see things in that relatively defined moments, specific questions, specific transactions, so specific risks to deliver that opinion, to solve that problem, to interpret that clause. But working inside the company completely changes your perspective, I would say, because you are suddenly part of the decision making process from the inside. So if you are part of the legal function and you get involved also in the business decisions, so you're not just advising from the outside. And we're really struck me is how legal advice fits into a much broader set of constraints. It's not just about what is legally correct, it's about finding cost, operational feasibility, also internal politics, because I found it that checks and balances inside the company are much more complex than in a in a firm. And you realize very quickly that the perfect legal solution that actually slows down a project or makes it unworkable in practice isn't actually helpful. And talking about their engineering realities, Actually, during the secondment, I spent a period in Kazakhstan. I remembered that I was sent there like 2 months out there. I started the period in the company. So it was very exciting. And we spent all the time at the premises of joint venture between minor Tecnimont and a local player. We had to negotiate our new shareholders agreement. And yeah, it was very cool to carry on discussions at the actual engineering offices there in Astana. Let's see there we the business functions. There was also the HR manager, remember after every round of negotiation where like wrapping up and discussing and I saw how my legal perspective fitted in also the perspective and the advice is all the business, the HR, the other people at the table. So it was the turning point really. But anyway, talking about the skills that you are doing a secondment, I think it also makes you much more aware of how advice is received or not, just how you have to deliver it. Because in-house teams don't need long memos, long opinions. You know, sometimes you have to admit those from a firm perspective, you plan to, to deliver all their performances. But in the company, when you are in a company, other people, the business people for instance, they need the clear actionable guidance, they need to understand the risk, but also what they can do about it. You have to be very practical, pragmatic and solution oriented. And I think that another big sheet is empathy because you see first hand the pressure that business teams are under deadlines, budgets, performance targets. And that changes how you interact with clients afterwards because you are accustomed to that and you know that maybe if they are pushing you is because they are under pressure like the first line. So you become less focused on pointing out problems, you know, raising hands and, and trying to stop the process. And you are more focused on helping to solve them in a way that works for for the business. So that the business, The biggest take away is that a good legal advice is not just technically sound. It needs to be usable at the end of the day. And being inside the company teaches you to think like a business business partner, not just like a legal specialist. And that mindset stays with you long after this. Interested in the the beginning of our conversation. You had mentioned being originally from Venice and I also understand that you've been advising startups there as well. So, so I wanted to hear a little more about, you know, this experience of startups. What has that experience been like and and what role do you see lawyers playing in supporting local Internet entrepreneurship in places like Venice? Topic that feels very personal to me and to say because as I mentioned, I'm originally from Venice. So when I work with startup, there's there, it's not just another mandate, but there's also a human and emotional dimension to it. I would say from a purely legal perspective, it's companies are often smaller, less structured and at an earlier stage compared to the typical, you know, private equity backed businesses or in general companies, enterprises that may be set up in Milan, which is of course the finance capital of Italy and let's say. So the work can seem on paper less complex and but in reality it requires a different kind of attention. You're not just executing A transaction there. You're often helping founders build the legal foundations of their business from scratch, sometimes even helping them understand what good structure looks like. What makes it particularly interesting in Venice is the broader context, of course, as you know, the city is dealing with the population over the reason, which means many of these startups are trying in a way or in another to create something sustainable and business models that go behind the short term tourism and actually contribute to the local economy and community. For example, I had the pleasure of helping some friends, calling friends now who started the first food delivery service in Venice because in Venice there aren't a services like global delivery. Now global is there, but that at the the time during the COVID pandemic, it was there, there wasn't any food delivery service. And they started this venture and it was fun because the delivery people go around on foot. It was really great see some young Venetians create something for the city from scratch, especially as I was saying during the COVID pandemic, which was a very tough, especially in the northern part of Italy. So they need to act in a tailor made way and naturally shapes the way I processed and advice when I work with initial startups because it becomes more hands on, more educational away, because of course these people are less accustomed to business, not to business, but to complex legal structures. So you have to teach them in a way and you spend time explaining, simplifying also and helping founders or general entrepreneurs making decisions that are not just legally sound, but also they need to be scalable and resilient over time. I'll say on a personal level, there's definitely an added layer of responsibility because you you want these businesses to succeed, not just for the client, but because they are part of the future of city you care about. So even if the structures are simple, simpler and the deal smaller, the impact can feel much, much bigger. You just mentioned in the beginning of our conversation today that you're also participating in the Young Lawyers Committee of the International Bar Association. And wouldn't you ask you what what motivated you to get involved with international legal organizations? I know you recently were in Toronto for the International Bar Association annual conference late last year. I wanted to hear a little bit about your. Yeah, I've always felt that the practicing law within just one jurisdiction while deeply valuable of course can sometimes give you a slightly narrow less in a way and part of this law firm which is an Italian law firm. But as I of course an international flavor the legal world today, the incredibly interconnected cross-border transactions was mentioning disputes involve multiple legal systems, regulatory frameworks and increasingly influenced by international dialogues. So at a certain point I started asking myself how would I become part of that bigger conversation I mean the world is much bigger than just Milan and the Italian domestic deals. So getting involved in we have international legal organizations was a very natural answer. It's not just about networking, although. That's an ugly a big part of it. It's about the exposure to different ways of thinking. I mean, you see that table with lawyers from completely different legal traditions and suddenly concepts you have always taken for granted are challenged and that's incredibly stimulating, I would say both intellectually and professionally. For instance, there's also these international organizations like the BA. You can realize that there's a very different attitude also in their communication style. Like some lawyers, some people in general come from cultures who are communication is very dynamic. Others operate in a more indirect way when one stone and don't text matter a lot more than the little words being used. And if you're not aware of that, it's easy to, you know, misinterpret confidence as aggressiveness or politeness as lack of clarity. And the idea in particular, the young lawyers committee list stood out to me because it's a space where people are still shaping their careers, but already thinking globally. The age is not. I mean, you don't need very young people, but you have a a good mix, I think. And there's a strong sense of energy and collaboration. It's not year archival, you know, saying that traditional sense, your ideas actually matter. You can speak to everybody then catch up, especially in Toronto was really magical to me. It was the first time I joined this kind of events. I mean, I met a lot of people and still in contact with them being already a chances to work together and really open the window on the world to me. And on a more personal level, I was also motivated by the idea of, you know, representing Italy in a way in in the international context because we have such a rich legal culture, but sometimes we don't export it as much as we could. Being in that role means acting also as a bridge, bringing Italian perspectives abroad, but also bringing international insights back home. And that's why I now I'm working and I'm trying to, you know, organise something here in Milan, maybe at my firm. So I would be very, very exciting and stimulating. The end of the day, I think that being goes in the, you know, international stage. It's about growth, connection and the impact that you step outside your comfort zone, so linguistic point of view and you build the relationships that go far beyond the borders. You start to see your profession not just as a job limited to your city, region, country, but as part of a global. Ecosystem posting this podcast, I started it, you know, interviewing people and asking how do you become a lawyer in your country? And then it brought me lots of reflections. But, but in a way, I've noticed that the commercial world in in many ways, you had just mentioned how the world is so much bigger and there's so many perspectives. And I was pleasantly surprised that so many concepts, so many ideas are very much converging. Sometimes we want to speak about, you know, the differences of common law and civil law, but in the commercial setting, I feel like most, most times things are a lot closer than we might think. So that makes me very happy and hopeful for, you know, a future where there's a lot more understanding. But why don't you ask you basically 2 questions? You know, many lawyers are, are curious about getting into a career in private equity, into corporate transactions. And I wanted to ask you if you could tell us a little more about what kind of skill set, what kind of mindset we're looking for nowadays. And also I wanted to ask you what kind of advice would you give to someone who is hoping to build a successful career in the legal world? Starting from the first one thing, private equity and corporate transactions are. I mean, the most important thing is that they need to understand that this kind of transactions are not just about the law. You are constantly exposed to different industries, business models and social structures. The best lawyers think are the ones who want to understand the our business works, not just how the contract is drafted or how the the laws apply. And closely linked to that is commercial awareness. You need to be able to step back and see the bigger picture while the client is doing the deal, where the value is and what their real risks are. Legal advice becomes much more impactful when it's grounded in that kind of business understanding. And link to that is the ability, I would say, to manage complexity without losing clarity. These transactions can get very technical very quickly, but your role is often to simplify, I think understand it. And you have to be able to identify what mothers and communicated in a way that clients can act on. So clear thinking and clear communication go a long way. And then I'd also, I like, I have to say that physical strength because this can be intense pipeline lines, shifting priorities relate 9 negotiations. Things change quickly and you have to stay focused, pragmatic to adapt. And while you are under pressure. And as my boss always says, the job is above all a physical challenge. So there's there's the young lawyers need to be be aware. Finally, I think there's a mindset piece around the ownership and collaboration. Like even as a junior lawyer, being proactive, anticipating issues, the responsibility for your work on work and at the same time being a team player is incredibly valuable. Working on M and A deals is our teams at the end of the day, and the best outcomes come from people who are both reliable and easy to work with. So overall, yeah, it's a mix of technical skills, businesses, instinct and attitude and good personal attitude. Is is not a reasonable in working this. And as far as advices are concerned, I think I would have a lot of advice but the first I'd say stay curious, keep learning. Corporate law isn't just about regulations and strict clauses multiple times. It's about understanding different legal systems, business practices and cultures also. And the more you expose yourself to different perspectives, the better you will be able to navigate complex cross-border situation. For instance, Stockholm commercial mindset lions are about solutions that work in practice. And maybe I'm saying this also because I've been shaped by my second experience. But they don't want just the theory. You have to be able to to to understand and then to communicate how the deal the transaction fits into their business strategy. Mean legal knowledge is essential, but pairing it with business awareness makes you truly valuable. Bird. I would say that young lawyers, especially at the beginning of their careers should focus on communication and relationships because an international career, often working across time zones, cultures, languages, clear and culturally aware communication is just as important as the technical expertise. Finally, I would say embrace adaptability. This kind of disk can be unpredictable, Rotary changes shift unexpected challenges. They will test you for sure. So it's important to be able to stay calm, think creatively and keep the clients goals in focus. And it's this is very, very critical turn down. My advice is be curious and commercially communicate well, they adaptable and if the young lawyers are able to combine those qualities, of course some legal fundamental saying for sure will be able to build a career that's not just successful but also deeply rewarding. Amazing, I love how this this advice could really apply in any part of the world. So I thank you for for being so, so generous in sharing it and I appreciate you making the time should be in the podcast today. Thank you so much. Appreciate you all tuning in take. Thank you.