PROFESSIONAL BACKGROUND

After graduation, I continued in my legal education by participating to some public exams,  such as that to select judges, of which I passed the written part, and the Bar exam. In 1991 I moved to New York City, having joined the law firm “Gianni, Origoni, Tonucci” (currently Gianni, Origoni, Grippo Cappelli & Partners). I returned to their Rome office in 1992, where I worked as an associate and then as a partner until 2006.

During the three-year period 1994-1997, I acted as interim general counsel of the Ciga Hotels Group, in Milan (Ciga S.p.A. was then listed at the Milan Stock Exchange). I also vested the role as a non-executive director in several Ciga Group companies with powers for all legal affairs; I sat as Secretary of the Board of Directors of the holding company, Ciga S.p.A..

In July 2006 I joined the international legal practice Norton Rose (currently, Norton Rose Fulbright) as international partner, with the responsibility of the Rome office.

In June 2015 I founded an independent law firm (EIPF) that – after a partnership period with the law firm Caporale, Carbone, Giuffré e Associati – in September 2018 joined forces with the law firm Juridicum.

Since July 2015 through May 2017 I was director of the board of directors of Strata S.p.A. a company operating in the legal consulting business, with offices in Rome and Milan.

I mainly focus on business and commercial law, taking care of M&A transactions, including international ones, and, in general, extraordinary corporate transactions; since 1999 I have extended my expertise to project financing and, more in general, to public private partnerships, including multi-jurisdiction transactions.

The peculiar focus of my professional skills is on PPP, besides the general corporate assistance; I have also expertise on web contracts, privacy law, conventional and renewable energy, infrastructures, urban requalification and real estate; I assist both private and public entities as well as lenders and sponsors (in case of PPP or PF transactions).

I am admitted to act before the Highest Courts.

Below are some of the matters for which I have acted as leading partner.

M&A AND EXTRAORDINARY TRANSACTIONS

• due diligence for the acquisition of a luxury hotels chain and of the related holding group;
• assistance for the corporate reorganization of a group of listed companies through mergers and spin-offs;
• corporate advice to a group of companies operating in the casual-wear business in relation to the reorganization of the sale points of a target company acquired;
• Advice in favor of a major international banking group in relation to the acquisition of the Italian activities of a credit card management circuit;
• Advice to an Italian company for the sale of a real estate property owned through a share deal;
• Advice to a major international company operating in the defense sector for the sale of its Italian assets;
• Advice to a major US energy operator in the sale of its Italian assets;
• Advice to the Italian subsidiary of an international company in the asset sale relating to the production of bearings;
• Participation to an international legal team to advise an international fund in the acquisition of a company managing photovoltaic plants located in Foggia for a total capacity of 8MW;
• Advice in favor of a private equity fund in the acquisition of a minority interest in the capital of an ICT company;
• Advice to an Italian company for the asset deal concerning two branches of going concern of an international IT company.

PPP – INFRASTRUTTURE

• Advice to the contracting Authority for the organization of a call for tender relating to the construction of an important health care facility in the Piedmont Region by means of the competitive dialogue and project finance, comprising an Hospital facility as well as a research center for a total value of Euro 667 Million;
• Legal due diligence in view of the syndication activities for the financing of an Euro 8 Billion bridge in Sicily;
• Advice to the lead arranger bank and a syndicate of banks on a Euro195 Million loan for the development of works on a highway in Central-Northern Italy;
• Advice to the Italian State owned lender on a loan agreement of Euro 41.8 Million for the development and enlargement of gas distribution networks; a portion of the loan was funded through an EIB intermediated facility;
• Advice to an Italian bank acting as arranger of the financing of Euro 29 Million loan for the construction in project finance of a marketplace, multi-level car park and commercial office building in Rome;
• Advice to a syndicated group of banks in the financing of Euro 21 Million for the construction and operation of the Unità Spinale Unipolare in Turin and related parking.
• Advice to the borrower of a Euro20 Million financing for the construction of a highway in central Italy;
• Advice to the lenders of a financing of Euro10 Million concerning an urban regeneration project for the refurbishment and restyling of a hotel and commercial-center located Nord-Est Italy.

PPP ENERGY

• Advice to the lenders of a SPV in connection to a share deal involving the SPV shares acquired by an international entity, participated by a Canadian pension fund;
• Advice to the lenders on a limited recourse project financing to a SPV for the construction and operation of a solar PV plant of 8MW located in the Apulia Region;
• Advice, with an international team, to a German lender in the structuring of a project financing up to Euro 120 Million for the realization of 3 pools of 16 PV projects with power capacity of 1MW each;
• Advice to the lenders on a Euro 46.5 Million senior debt facility for the construction and operation of three solar parks (aggregate capacity 11 MW) in the Campania and Sicily Regions;
• Advice to a SPV for the development in project finance of a PV plant with capacity up to 12.6MW located in the Veneto Region; financing up to Euro 45.7 Million;
• Advice to the lenders in relation to a project financing concerning a wind farm located in the Molise Region with an overall capacity of 58MW;
• Advice to the lenders in relation to the project financing up to Euro 45.7 Million for the construction and operation of three wind farms in the Puglia Region, with overall capacity of approximately 52 MW;
• Advice to the developer in the acquisition of a project involving the construction of four off-shore wind farms (total capacity over 767MW) located off the coast of the Sicily Region.

LEGAL DIRECTORIES

Chambers Europe “Stefano Maria Zappalà is highly appreciated for his competence in project finance”

Chambers Global “Clients consider Stefano Maria Zappalà a prominent professional in project finance”

Chambers Global “Very appreciated for his capacity to put himself in clients’ shoes”

International Financial Law Review “very very good lawyer”

European Legal Experts “Leading lawyer”

LECTURING – OTHER ACTIVITIES

I have been a lecturer at several post graduate courses (master program), such as the Master in “Public Procurement”, held at the Università degli Studi di Roma “Tor Vergata”, the Master in “Finanza Innovativa” (Creative Finance), organized by the Università degli Studi Roma Tre, the Master “Giurista d’Impresa” (In-House lawyer) organized by the Libera Università Internazionale degli Studi Sociali “Guido Carli” (LUISS) of Rome.

I have also given speeches on company law and on privacy matters relating the GDPR. In February 2012 I gave a speech on occasion of the opening of the “Winter School Program” held at the European Parliament.

In 2015 I participated to President’s advisory board of the American University of Rome.

Between 2015 and 2018 I took part to the project of associated law firms organized by the Rome Bar.

I am a member of the American Chamber of Commerce in Italy, and I support a US law foundation named Italian Language Intercultural Alliance (ILICA), which in 2013 awarded me with the title of “ILICA Man of the Year”.

I have been a member of the organization committee of the Energy Law Conference organized by the Gestore Servizi Energetici S.p.A..

In 2006 I was an examiner at the Bar Exam of the Bar of Rome.

PUBLICATIONS

I am the author of several publications on project financing matters and have been the co-author of a book on PPP, La Partnership pubblico-privato, Il Sole 24Ore, Collana Edilizia e Territorio, ed. 2006.

Hereinbelow is a list of my most recent publications on National press/websites

• In vacanza con la privacy al tempo dei Big Data – 8 agosto 2019.
• Impianti “senza rete”: verso la fine dei sistemi tradizionali di produzione? Generazione distribuita e accumuli. 8 luglio 2019.
• PPA senza incentivi – nuove frontiere per la bancabilità degli impianti in grid parity – Diritto 24– Il Sole 24 Ore – 29 marzo 2019. 
• GDPR: valutazione di impatto sui dati personali e dimostrazione dell’affidabilità aziendale. La DPIA come strumento di creazione di valore – diritto bancario – 4 aprile 2018. 
• Italy is “in” securing lending” – while Brexit talks are yet to start, Italy enacts new instruments to boost investors’ appetite – Diritto24 – Il Sole 24 Ore – 12 October 2016.