• 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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  • It is required to prove the causal connection for the liability of Auditors pursuant to art. 2047 Civil Code

    The Supreme Court has ruled that it is up to the plaintiff to prove each and every constituent element of the liability of auditors in accordance with article 2407 of the Civil Code. In particular the legitimacy judges have clarified the legal principle according to which the responsibility of the Auditors, in Italian company law, […]

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  • News about Superbonus 110%

    The 2021 Italian Budget Law (Legge di Bilancio) introduces innovations for what concerns the Superbonus, the maxi-tax advantage of 110%, formerly introduced by the “Decreto Rilancio”, which allows to deduct, sell or request the discount on the invoice against certain interventions on real estate. Among the main innovations, the six-month extension of the deadline to […]

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  • Business Judgment Rule: latest news on the liability of the director

    With the decision under review, the Supreme Court returns to deal with the principle of the so-called business judgment rule, pointing out that the directors can not be held responsible for the normal business risk and, consequently, the negative outcome of the company’s activities or individual acts related to it. The merit of management choices […]

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  • Disavowal of a work of art by the author and its limits

    The law protects the author, but with some important limits. An example of this is the case in which the artist decides to repudiate one of his works due to a change in artistic or philosophical conception, etc. If the work has already been circulated, the law safeguards the rights acquired by third parties and, […]

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  • Shareholders’ agreements and By-laws: connection clause

    The Milan Notarial Council has recently published the following principle: “it is legitimate to include a clause in the By-laws limiting the circulation of shares in a joint-stock company or of shares in a limited liability company; in such a case, the transfer of shares will be effective only if the future shareholder adheres to […]

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  • Revised arbitration rules of the leading European arbitral institutions

    2020 has been marked as the year of review and amendment of the arbitration rules of some leading arbitration institutions, showing the willingness to consolidate common practice and streamline arbitral proceedings. Some of the changes were essential, as the arbitration world has been under great pressure over the past year to find ways to continue […]

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  • Long term of 60 days for the opposition of creditors in case of split-off without joint-stock company

    With the decree no. 2366/2020, the Court of Novara intervened in the issue of the opposition of creditors to the demerger operation, affirming that the reduction from 60 to 30 days as per art. 2505-quater Civil Code cannot be applied. The Judge thus formulated the first jurisprudential ruling on the subject, inserting himself within a […]

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  • The Court of Milan returns on the forfeiture of the trademark

    The Court of Milan, with its ruling no. 5205 of 7th September 2020, has returned to the issue of the forfeiture of trademark and the suitability of certain factual circumstances to prevent the expiry of the five-year term pursuant to Article 24 of the Industrial Property Code. The rule, in fact – which has its […]

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  • Obligation to justify shareholders’ resolutions

    We can observe, as also stated on several occasions by the Court of Cassation[1], that, according to the rules of the Italian Civil Code, there isn’t a general principle of obligation to justify shareholders’ resolutions passed by limited liability companies or joint-stock companies. On the contrary, the provisions of the Italian Civil Code show the […]

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  • The Italian Competition Authority investigate Google over advertising market abuse

    Following a complaint filed by an Italian digital advertising lobby group, on 20 October the Italian Competition Authority (the Authority) have opened an investigation into Google for alleged abuse, of its dominant position in the display advertising market (prohibited under article  Article 102 of the Treaty on the Functioning of the European Union) . Display […]

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  • New Code of Company Crisis

    On November 5, 2020, the Legislative Decree No. 147/2020 was published in Official Journal. This Decree had made some adjustments to New Code of Company Crisis and introduced, inter alia, some changes to provisions on adequate organizational structures in Corporate Law. These amendments will enter into force on fifteenth day following the publication of regulatory text […]

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  • The shareholders’ loan needs a special minute

    The loans of the shareholders can be opposed to the tax authorities only if provided by a special minute and then accounted accordingly. If not, it can be considered as  hidden profit for the company. This is what the Court of Cassation has stated with ordinance no. 24746 of November 5th  2020. The Court of […]

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  • The procedural effects of the cancellation of the company from the Commercial Register

    The effects of the cancellation of a company from the Commercial Register are described in article 2495 of the Italian Civil Code, introduced by the 2003 company law reform. The cancellation, however, does not imply the automatic disappearance of the relationships belonging to the company; article 2495 of the Italian Civil Code only partially defines […]

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  • Cookies and Privacy – consent must be clear, specific and unequivocal

    The European Data Protection Board (EDPB) has returned to the matter of consent relevant to GDPR, clarifying, in the Guidelines issued last May, that the consent given by users in the presence of so-called cookie walls and in the case of so-called scrolling is to be considered invalid for the processing of personal data. More […]

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  • The reciprocal request for resolution by the parties determines the termination of the contract

    The Supreme Court has reaffirmed the principle that the Judge must in any case declare the resolution of the contract when the contracting parties ask each other to terminate it. The Ermellini, examining an appeal against sentence no. 728/2018 of the Court of Appeal of Perugia, confirmed the previous jurisprudential orientation, according to which the […]

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  • Is the BoD’s compensation retractable?

    With the recent ruling of last July (ruling no. 3755/2020), the judges of the business section of the Court of Milan analyzed again the issues connected to BoD’s members compensation but, while the last ruling no. 27335/2019 was focusing on the onerousness or gratuitousness of the role (https://it.andersen.com/en/do-bod-members-have-the-right-to-claim-remuneration-even-in-the-absence-of-a-shareholder-resolution-or-a-by-laws-provision/), this time the Court focuses on the […]

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