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Copyright and concept store
On April 30, 2020, through the publication of the judgment no. 8433, issued by the Court of Cassation, a judicial case, which began before the Court of first instance of Milan in 2013, involving two well-known make-up companies, was partially concluded. The subject of the dispute was mainly based on the violation of copyright which, […]
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The new mandatory audit procedure
The Law Decree no. 34/2019 – so-called Decreto Crescita, introduced starting from July 1, 2020, the obligation for the Tax office to invite the taxpayer to the audit procedure before issuing notices of assessment. On June 22, 2020, the Italian Tax Authority with the Circular no. 17/E provided clarifications on the new tax audit as per Article 5-ter of Legislative […]
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Litigation and arbitration with Russian counterparty
On 19 June this year the new provisions of the Arbitrazh Procedural Code of the Russian Federation (APC)[1] came into force. Such provisions are adopted in order to protect the rights of individuals and legal entities in connection with Russia related sanctions introduced by a foreign state, state associations or unions. The new law establishes the […]
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Temporary regulation of loss and reduction of capital caused by Covid-19: the first case law’s
The time frame provided for by Article no. 6 of Decree Law 23/2019, the so-called “Liquidity Decree”, which temporarily disapplied regulation of loss and reduction of capital for the financial years ending in the period from 9 April 2020 to 31 December 2020, defines both the period in which the company law are neutralised and […]
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Financial intermediaries and holding companies: clarification from the Revenue Agency
Following the implementation of ATAD Directive and new Article 162 bis of Italian Income tax code, the terms “financial intermediary” and “holding company” have been made clear. The mentioned article classifies the subjects that carry out a financial activity into four categories: Financial intermediaries; Financial holding companies, also qualified as financial intermediaries; Non-financial holding companies; Subjects […]
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Termination of bilateral investment treaties between EU Member States
On 5 May 2020, the majority of European Union Member States (including Italy) signed an Agreement for the termination of bilateral investment treaties (BITs) within the European Union. This Agreement implements the principles established by the famous ruling of the Court of Justice of the European Union (CJEU) of March 2018 – “Achmea case” – […]
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Company claim of directors’ liability and the individual shareholder’s claim
The title originates from a legislative comparison between the rules governing the liability of directors which are apparently very different in the two most common types of Italian legal entities. Indeed, it is well known that the legislator of the 2003’ reform, structuring limited liability companies’ (S.r.l.) directors liability, on the one hand, has exalted […]
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Restrictive contract clauses within the discipline of Consumer Code
The Court of Cassation recently, on April 28, 2020, expressed a principle on restrictive contract clauses and consumer contracts according to which “in the case of contracts drawn up unilaterally by the trader, two requirements for the validity of restrictive clauses have to be met. The first requirement concerns direct knowledge of the clause derogating […]
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Procedure for the recognition and enforcement of foreign arbitral awards
It is a controversial question in doctrine and jurisprudence whether the decree of recognition of the foreign arbitral award issued pursuant to Article 839 of the Italian Civil Procedure Code (c.p.c.) attributes enforceable effectiveness to the award, or whether the latter, in order to become enforceable, must await the expiry of the deadline for objection […]
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Registered merger transaction may not be challenged for procedural irregularity
All merger transactions under the Italian law shall follow the procedure set out in the Italian Civil Code. The final step of the procedure is the registration of the merger deed in the companies register, and according to article 2504 quater of the Italian Civil Code (I.C.C.), such a registration blocks challenges and disputes over […]
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Coronavirus has no impact on impairment test valuations in 2019 financial statements
The emergency caused by the Covid-19 is having a significant impact on the operations for the companies, including those concerning the preparation of financial statements. While preparing the financial statements, directors are wondering whether the current emergency is an element that should be taken into account when assessing impairment indicators and if the estimate of […]
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100% refunds for purchase of P.P.E.
Companies, regardless of their legal form, the sector in which they operate and the accounting regime adopted, can request reimbursement of 100% of the expenses incurred for the purchase of personal protective equipment (so-called P.P.E.). In fact, Invitalia in compliance with the Legislative Decree no.18/2020, better known as the CuraItalia Decree, has activated a call […]
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Right to health, contact tracing and privacy
Since the declaration of a state of emergency on 31st January, privacy has been at the center of the debate. the adoption of measures of an extraordinary and urgent nature is justified by the need to safeguard the collective interest in public security, including the protection of the personal data of natural persons. The right […]
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Misappropriation of company’s files
The Court of Cassation has recently confirmed the charges for the crime of embezzlement with reference to the conduct of an employee who, after his resignation – followed by the hiring at a new company, operating in the same sector – had returned the company’s notebook with the hard disk formatted, taking possession of the […]
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Denied access to the composition with creditors for companies deleted from the commercial register
With a recent ruling (S.C. n.4329/2020), the Supreme Court once again addressed the issue of the relationship between the cancellation of the company from the register of companies (by the Article 2495 of the Civil Code), whose bankruptcy is requested within one year of cancellation (Article 10 of the Bankruptcy Law), and the access to […]
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The applicability of the administrative distraint to VAT
The Supreme Court, with the sentence no. 2320 filed on 31 January 2020, has been called to resolve two questions: The applicability of the administrative distraint, regulated by art. 23 Legislative Decree no. 472/1997 to the VAT refunds, when the Financial Administration has already got a surety by the taxpayer, in accordance with the art. […]
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Flat tax regime: new important clarifications
The Revenue Agency, through a series of recent rulings on the flat rate tax regime (referred to in art. 1, paragraphs 54 to 89, Law no. 190/2014) has provided important clarifications with particular reference to the related impediments. The aforementioned pronouncements are as follows: – n. 102 of 14 April, regarding the limit of € […]
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European Commission: use of the framework on public procurement during the emergency
The emergency situation related to the COVID-19 crisis requires that public buyers in the Member States have to ensure goods and services to deal with such emergency at very short notice. The European public procurement framework provides all necessary options for the purchase as quickly as possible of supplies, goods, and services of first necessity. […]
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Put option: Supreme Court explains the relationship with the so-called “patto leonino”
The Supreme Court states the validity of a put option clause which is negotiated in a private equity deal with which a shareholder (usually the entrepreneur) undertakes to purchase, in a given time period, the shares of the other shareholder (the investor) at a predetermined price. Such price aims to indemnify the investor against entrepreneurial […]
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Defamatory publication: the proof of the damage to a person’s reputation is mandatory
The reputation’s damage suffered by a person as a result of a defamatory article does not exist “in re ipsa”, and must therefore be proved by the person seeking compensation. Since the damage is often intangible, the use of prognostic assessments and presumptions is permitted, as long as they are based on objective elements, which […]
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