• Early termination of the office of sole auditor in LLC: the appointment of an alternate auditor is possible even in the absence of a specific provision in the Articles of Association

    With Case no. 3/2021, Assonime[1] returns to the debated issue of the compulsoriness or possibility of appointing an alternate auditor in case of a monocratic control body of a Limited Liability Company, admitting that it is possible “also at the time of the assignment of the auditing function, to appoint, in addition to the effective auditor, the […]

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  • Exclusion of the absentee shareholder in the corporation

    The Triveneto Notary Committee, in the absence of the law, has considered necessary to elaborate a suitable instrument to allow the exclusion of absentee shareholder in the corporation. In particular, the status of shareholders in capital companies, unlike that in partnerships, is not linked to the figure of the shareholder as a person, but the […]

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  • Green Bonds

    Green Bonds are financial instruments, more precisely debt instruments, which issuance is linked to projects that have a positive environmental impact: energy efficiency, renewable energy, sustainable management of living natural resources in particular land and water, pollution prevention, waste management, green buildings, and clean transportation. The First Green Bond on the market was issued by […]

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  • Copyright on fictional characters: when what makes a character iconic is the actor and not its creator

    Characters of literature, comics, television or cinema can be protected under Italian copyright law (Law n. 633 of 1941) like any other intellectual property work.  To be granted such rights, a character must display certain features. In particular, according to Italian jurisprudence, a character is a “subject which is the result of an autonomous and […]

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  • Fraudulent tax avoidance: new ruling of the Court of Cassation

    As you know, art. 11 of Legislative Decree no. 74/2000 provides that: “commits the crime of fraudulent subtraction to the payment of taxes anyone, in order to avoid the payment of taxes on income or value added or interest or administrative penalties in respect of such taxes of a total amount exceeding EUR 50000, sell […]

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  • M&A activity: Italy and Iberia 2021 figures

    We think that it may be interesting to analyse M&A activity before and after the advent of Covid-19, for this reason the report published by Datasite, the global leading provider of Saas services for the M&A sector, has been taken as a reference. Indeed, Datasite in partnership with Mergermarket, a business development tool designed specifically […]

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  • The donation of works of art and the related economic rights

    The donation of a work of art, as well as its sale, does not imply the simultaneous transmission of the related economic rights from the donor to the donee. The confirmation comes from the Court of Cagliari that, on March 27, 2021, affirmed (or rather, reaffirmed, rejecting the appeal of the losing party) that the […]

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  • Bankruptcy in extension: the instance cannot be proposed personally by the Curator without the attorney’s ministry

    In the present case, the judges of legality have had the opportunity to examine two questions: the first on the active legitimacy of the Administrator for the bankruptcy action under art. 147 paragraphs 4 and 5 L.F. without having recourse to the ministry  of a lawyer; and the second, if (and to what extent) the absence […]

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  • Green Deal e nuovi obblighi di rendicontazione non finanziaria

    A dicembre 2019 la Commissione Europea ha annunciato il Green Deal Europeo, ovvero il nuovo piano d’azione per trasformare l’Unione Europea in una “società giusta e prospera, con un’economia di mercato moderna e dove le emissioni di gas serra saranno azzerate, e la crescita sarà sganciata dall’utilizzo delle risorse naturali”. Per il raggiungimento di tali […]

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  • The “sterilisation” of losses: the interpretation provided by the Triveneto Notary Committee

    After the spread of the Covid-19 pandemic, the Italian Government launched several measures aimed at supporting companies in crisis. These measures include the provisions of Article 6 of Decree-Law no. 23/2020, converted with amendments by Law no. 40 of 5 June 2020 and subsequently amended by Article 1, paragraph 266, of the 2021 Budget Law. […]

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  • Dismissal regulations in Europe compared by Andersen’s Labor Employment

    Professionals from the European working team Labor Employment, including Francesca Capoferri and Matteo Amici, have compiled a guide on the dismissal regulations currently effective in the EU. In recent years, the European Union has introduced several regulations aimed at standardizing dismissal statutes in European countries. Nevertheless, each country still follows different guidelines. Therefore, the “Dismissal […]

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  • Revised IBA Rules on the Taking of Evidence in International Arbitration

    It is well known that party autonomy and flexibility are among the most significant advantages of arbitration, especially in international disputes. To ensure this flexibility, the arbitration rules of most arbitral institutions do not contain specific provisions regarding the taking of evidence, leaving the parties free to shape the way the arbitration is conducted. However, […]

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  • Liability of the director of a company belonging to a group

    The Court of Cassation has clarified that it is not exempt from liability the director who is in fact extraneous to the management of the company, even if the company belongs to a group of companies. The Court examined the issue from two standpoints. First of all, it confirmed the prevailing jurisprudential orientation, according to […]

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  • News Superbonus 110%: The Study No. 27-2021/T of the Notary

    The Commission for Tax Studies of the National Council of Notaries has approved Study No. 27-2021/T on Superbonus 110%. Among the issues addressed and analyzed in this work, it is worth noting that relating to the characteristics that properties must have to be qualified as “condominium” with the right to the tax benefits provided by […]

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  • Composition with creditors and third-party attachment

    The Court of Cassation recently ruled on the legitimacy of a payment made to the attachment creditor by a debtor of a party subject to the composition procedure. In particular, it analysed the circumstance in which such a payment is made after the publication of the application for the arrangement procedure in the commercial register, […]

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  • Conventional purpose loan: new legal principles laid down by the Court of Cassation

    In a recent judgment of 25 January 2021, the Court of Cassation returned to the subject of conventional special purpose loans and, in particular, to the issue of the destination clause. As is well known, the special purpose loan is the most common type of financing agreement, i.e., a credit agreement aimed at creating the […]

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  • Law No 124 of 2017 has no retroactive effect

    On the continuing applicability of Article 1526 of the Civil Code, in the event of termination for non-fulfilment of a leasing contract, the Supreme Court[1], after stating that Law no. 124 of 2017 does not have retroactive effects, has recently ruled that the applicability of the latter only to leasing contracts in respect of which […]

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  • Tax offences ex D.Lgs. n.231/2001: responsibility of the legal representative and the company

    On the occasion of the recent meeting of  Telefisco 2021, the Finance Police expressed its opinion on the question of the assessment of liability ex D.Lgs. June 8, 2001, n. 231, in the presence of a tax predicate crime. The question, given the current inclusion of tax crimes in the catalogue of “predicate crimes”, is […]

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  • EU – China Comprehensive Agreement on Investment

    After seven years of negotiations, last December 30 the European Union and China reached a political agreement on the bilateral Comprehensive Agreement on Investment, which sets the general guidelines for European investments in China and Chinese investments in Europe, with the aim of improving the conditions of access to the two markets for both parties. […]

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  • The assignment of credit does not affect the determination of the competent court and of the jurisdiction

    The criteria established by Regulation (EU) No. 1215/2012, for the purpose of identifying the competent court within the European Union, must be complied with, even if the assignee of the credit has filed the claim before the court next seised by claiming an obligation arising from the contract concluded between the assignor and the third […]

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