• EU Copyright Reform

    In May 2015 European Union has adopted the so called Digital Single Market Strategy that consists in initiatives with the scopes of creating an internal market for digital content and service and of making this market easily accessible to consumers and to business companies. Amongst such initiatives, there is the proposal of Directive on Copyright in […]

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  • Long Term Engagement: here goes the Italian Act of Implementation of EU Shareholder Rights Directive

    On February the 7th, the Italian Council of Ministers approved the draft (which can be downloaded here on Andersen Web-page as OCR PDF), of an Act implementing in Italy the EU Directive n. 2017/828 (“Shareholder Rights Directive”), following the previously outlined draft by the Italian Ministry of Economy and Finance. The declared purpose is fostering […]

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  • Model 231: Published the document prepared by CNDCEC, CNF, ABI and Confindustria

    As it is well known, Legislative Decree 231/2001 has introduced into Italian law a regime of liability for legal persons for committing of crimes in their interest or to their advantage by the top managers, or employees, with significant consequences also on the same legal person, potentially subject to pecuniary administrative sanctions that are also […]

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  • The Supreme Court clarifies evidence of oral dismissal

    With the most recent sentence no. 3822 published on the 8th February 2019, the Supreme Court – Labour Section – ruled on the distribution of the burden of proof in relation to oral dismissal, accepting the complaint of the employer – as a plaintiff – ruling that “the worker who challenges the dismissal by attaching […]

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  • Leverage buy-out: tax avoidance and interests paid deduction

    The Supreme Tax Court with the decision No. 868/2019 ruled that the LBO transactions cannot constitute a tax avoidance when they have an economic substance other than tax benefits. In the case in point, the activity of leveraged buy-out was about the acquisition of 50% of the capital share of a trade company by two […]

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  • Notification of legal claim to a foreign defendant

    In the recent ruling of January 31, 2019, n. 2966 the Supreme Court clarifies that the notification of acts of a procedural impulse, carried out against a foreign citizen, must follow the procedures set out in art. 142 of the Italian Civil Procedure Code, if the foreign origin of the addressee is evident from the documentation […]

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  • Italian Budget Law 2019

    On 29 December 2018, the Italian Parliament approved the 2019 Budget Law, n. 145 of 2018 published on the Official Gazette of 31 December 2018. The Law presents some incentives for innovative Startup and introduces a new version of the tax on digital services, so-called web tax. Favorable taxation for re-invested profit Law no. 145/2018 introduces, starting from the […]

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  • Crime of patrimonial infidelity: also partners can file the lawsuit

    The Court of Cassation recently reiterated – in line with prevailing precedents – that the standing to file a lawsuit for the crime of patrimonial infidelity, pursuant to art. 2634 c.c., belongs not only to the company, as a whole, but also, severally, to every single partner (Court of Cassation, section V, sent. n. 57077/2018). […]

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  • New guidelines for voluntary jurisdiction proceedings in corporate matters

    Legislative Decree 168/2003 established Courts sections specialised in industrial property matters (now replaced by sections specialised in business matters, governed by Article 2 of Legislative Decree n. 1/ 2012, converted, with amendments, into Law n. 27/2012). In particular, these Courts are competent with regard to “cases and proceedings relating to corporate relations“, which certainly also […]

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  • Obligation of electronic invoice – Criticality in relation to the Privacy regulations

    The provision of 15 November 2018 made by the Italian Data Protection Authority highlights some problematic aspects on the obligation of electronic invoicing. As we all well know, the electronic invoice, from 1 January 2019, is mandatory for all sales of goods and services provided, however, made between subjects resident or based in Italy (Article […]

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  • EU Regulation regarding Free Movement of Non-Personal Data

    In the context of data economy and data flow across borders, the new Regulation of the European Parliament and of the Council, acknowledges the importance of the latest information and communication technology, including AI and Machine Learning, Internet of Things, 5G, Value Chains, and all the technology which makes use of electronic data in the […]

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  • Certain clarifications on directors’ liability in corporations

    Liability claims towards directors of corporations for breach of their duty to preserve the integrity of the company’s assets may be filed by company’s creditors only if the company’s assets is insufficient for the satisfaction of their credits. This principle has been clarified by the Court of Rome with the decision no. 16350 dated August […]

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  • Fraudulent bankruptcy: flexible additional penalties, determined on a case-by-case basis

    It is unconstitutional the provision of additional penalties with a fixed duration of ten years (in particular, incapacitation to exercise a commercial enterprise and inability to hold companies’ management offices) for all those who have been convicted of fraudulent bankruptcy. The Constitutional Court of the Italian Republic stated so with sent. n. 222/2018, filed on […]

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  • Release of a shareholder from negative consequences of contribution

    With the ruling n. 17500 of July 4, 2018 the Supreme Court clarifies the conditions for validity of a shareholders agreement which grants a put option to one of the shareholders as an indemnity instrument aimed to transfer the risk inherent to the contribution to other shareholders. The further appeal was submitted against the decision […]

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  • Fixed-term employment contracts

    Take effect the rules on fixed-term employment contracts. On November 1st, after a three months transitional period, all fixed-term employment contracts and all the fixed-term staff leasing, will follow the new rules laid down in the Decree n. 87/2018 converted in Act n. 96/2018. The new rules want to minimize the chances to hire employees […]

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  • Fiscal Decree 2019: highlights

    The Legislative Decree n. 119 called “Urgent measures in fiscal and financial” was published in Official Gazette no. 247 of 23 October 2018 and has been in force since 24 October 2018. The Decree contains legal measures for the so called “pacificazione fiscale” and tax simplification. In details some provisions are: – settlement of the […]

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  • Once again the arbitrability of corporate disputes is under discussion

    Legislative Decree 5/2003 provides that corporate disputes are also capable of arbitration through the arbitration clause present in the company’s bylaws, provided that – similarly to the general provision on arbitration incorporated in the Code of Civil Procedure – a dispute does not affect unavailable rights. A recent ruling of the Court of Rome , […]

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  • Uncostitutional compensatory allowance for wrongful dismissal

    The Constitutional Court has declared the constitutional illegitimacy of Article 3, paragraph 1, of Legislative Decree No. 23/2015 (Jobs Act), in the part in which it determines in a rigid way (2 monthly salary for each year of service) the indemnity due to the employee hired with permanent employment contract with rising protections against unfair […]

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  • On 19th September 2018, comes into force the GDPR harmonization decree

    On 25th May 2018, the European Union Regulation number 679 of 2016, so called “GDPR” entered into force in all member States. It applies to companies and professionals processing personal data of natural persons. On 4th September 2018, the Legislative Decree (Legislative Decree No. 101/2018) for the harmonization with the General European Regulation on the […]

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  • The crime of unfaithful declaration is excluded for transfer price adjustments

    The Regional Tax Commission of Milan, with sentence no. 3674 on 4 september 2018, stated that no consequences on the penal-tax level can derive from a transfer pricing adjustment. The judges have denied the application of the rule of doubling of the terms of assessment, in case of criminal relevance, to the case of adjustment […]

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