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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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Shareholders loan repayment: general journal entries as evidence
According to a recent decision by the Italian Supreme Court, general journal records are documentary evidence admissible in court, but such records alone are not enough to prove the debit of the company to be real. There should also be further evidence to establish a point put forward by a shareholder (in order to prove […]
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Liquidation Trust: disputes relating applicable taxes
The Supreme Court of Cassation through Sentence no. 5766 of 3 March 2020 affirmed that donation tax can also be applied to liquidation trust only in certain cases. -If the contracting parties want the real and final transfer of the shares and related rights to the trustee and the consequent real enrichment of the beneficiary, […]
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New invoice codes for use the plafond
With the provision No.99922/2020, the Revenue Agency has introduced new encodings for the correct transmission of e-invoices by Sdi. These changes affect, among others, who wish to obtain the status of regular exporters in order to accrue the plafond for the purchase of goods and services without VAT application. The new encodings concern the type […]
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The withdrawal from partnership of limited company with an excessively long duration
The Italian Supreme Court with the ruling number 4716 of the last 21st of February has stated on the exercise of the right of withdrawal in the corporate area, in particular with regard to a joint-stock company whose duration had been fixed until 31st December 2100 and whose Articles of Partnership expressly excluded the right […]
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Merger leveraged buyout
Merger leveraged buyouts (MLBO) are regulated by art. 2501-bis of the Civil Code: these are mergers of companies following transactions of leveraged buyouts (LBO). LBOs are acquisitions of another company (target) using a significant amount of borrowed money to meet the cost of acquisition; the assets of the acquired company are often used as collateral […]
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Limits of the liquidator’s liability to unsatisfied corporate creditors
When should the liquidator of a limited liability company be liable to unsatisfied creditors of the company after the striking off the company from the Commercial Register? At the beginning of 2020, the Judges of the Court of Cassation gave a comprehensive answer to this question. By means of the order no. 521 of 15 […]
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The S.r.l. shareholder cannot be excluded if in arrears in the subscription of the company capital increase
The Italian Supreme Court with the ruling number 1185 of the last 23rd of January has stated that, under art. 2466 of the civil code, the S.r.l. shareholder holding the quota starting from the company incorporation cannot be excluded from the company if she is in arrears in the execution of the payments following the […]
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Waiver of credits taxed by the partners
The Court of Cassation, with sentence no. 2057 filed on 30 January 2020, ruling on the case of a foundation that had waived in 2009 the receivable relating to interest accrued on loans granted to an investee company, returned to the issue of the tax treatment to which shareholders’ receivables should be subject in the […]
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No simplification on the guarantee for the VAT refund of an Italian PE
An Italian PE submitting a VAT refund cannot benefit from the simplifications on the guarantee. This is the answer given by the Revenue Agency to ruling no. 42, which clarified the requirements for the submission of the VAT refund request by an Italian permanent establishment of a non-resident subject, establishing in this regard that it […]
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Self-money laundering if money transfer for invoices for non-existent transaction
The Supreme Tax Court with the decision n. 6397/2020 ruled that the entrepreneur who transfers money to pay the invoices for a non-existent transaction and then receives the same money, previously paid by wire transfer, commits the crime of self-money laundering as per art. 648 ter1 of the Italian Criminal Code. An Italian company has […]
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The employer according to legislative decree 81/2008 (“Testo Unico Sicurezza”)
The identification of the employer is not always a matter of easy solution, since, especially within companies with complex structures, it is possible to identify multiple subjects assigned to satisfy the position of guarantee assumed by the person who, according to the Testo Unico Sicurezza, has the qualification of employer. The purpose of this study […]
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Black list EU: additional countries
The Economic and Financial Affairs Council on 18th February, 2020 adopted revised conclusions on the EU list of non-cooperative jurisdictions for tax purposes. The EU decided to include the following jurisdictions in its list of non-cooperative tax jurisdictions: Cayman Islands Palau Panama Seychelles. The Council cleared and removed from the black list 16 jurisdictions that […]
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