Italian corporate legislation does not stipulate a rule on the share premium for ordinary corporate capital increases when the option right is not excluded. As such, there is a real risk that gaps in legislation may jeopardise the interests of minority shareholders.
The government has approved economic liberalisation measures that make it easier for consumers to bring class actions. The new decree also grants the Competition Authority additional powers in respect of standard business-to-consumer contracts and extends the application of certain consumer protection provisions to microenterprises.
An Italian court has sentenced a company's chief executive officer (CEO) to 16 years' imprisonment for an offence related to the death of seven of the company's workers. This is the first case in Italy in which a CEO has been found guilty of homicide, rather than manslaughter.
Reforms to Italian company law have aimed to facilitate investment in listed companies by allowing for greater participation in shareholders' meetings by minority shareholders and investors residing outside Italy. This makes a minority participation a more attractive opportunity, especially for investors such as investments funds.
The courts are increasingly required to consider disputes under agency agreements between a principal from a non-EU state and an Italian agent operating in Italy. Where agreements include a forum-shopping clause, such disputes raise the question of how and where an Italian agent can claim against the principal.
An Italian joint stock company may issue shares that track the results of a specific line of business or a subsidiary. The value of tracking stocks depends on the return of assets by the division or subsidiary in question, but remains affected by the company's overall performance. Therefore, the company's bylaws and any shareholders’ agreements should provide for adequate regulation.
The extensive corporate reform introduced by Decree-Law 6/2003 has largely achieved its aim: the limited liability company is now distinct from the joint stock company, less expensive and more suitable for smaller corporations. However, numerous gaps in the legislative framework still present problems for parties intending to establish business entities in Italy.
Shareholders' agreements are subject to a five-year maximum statutory duration. Parties may not set a longer duration or contract for automatic compulsory renewal. This update considers when an arrangement is deemed to be a 'shareholders' agreement', reviews the issues arising from such definition in the context of different contractual and corporate structures and considers alternative mechanisms.
A European Court of Justice decision confirms that a provision in the Civil Code that allows public entities directly to appoint directors to companies in which they hold shares is incompatible with EU principles of free movement of capital and freedom of establishment.
Including: Corporate Forms; Incorporation; Company Names; Amendment of Bylaws; Shares and Shareholders; Corporate Governance; Auditors; Dissolution and Winding Up.
Italian corporate legislation describes the duties and liabilities of all directors by indicating specific duties and tasks, specifies which duties and tasks apply to executive and non-executive directors, and restricts the circumstances in which a director can be held accountable for the acts or omissions of other directors.
Two recent opinions appear to clarify that legal persons may be appointed as company directors, settling many years of debate between lawyers, notaries public and the courts. The opinions raise new issues regarding a director's liability, but also offer new opportunities which lawyers and companies will be eager to seize. However, certain pitfalls may remain.
The availability of three management models should increase the competitiveness of Italian companies. However, can the 'German' model, comprising a board of directors and a supervisory panel, offer a viable alternative to Italy's traditional structure?
A new decree-law has substantially simplified the process of filing for the incorporation, modification or dissolution of a company by reducing the number of filings required with different authorities and transferring much of the responsibility for obtaining tax codes and social security registration to the Register of Enterprises.
Following two years of debate, the Italian Parliament recently approved legislative reforms relating to the protection of investors. The law reflects concerns raised after the collapse of Cirio and Parmalat, which had devastating consequences for thousands of small investors, and aims to increase transparency and controls on entities operating in financial markets.
Recent corporate law reforms have allowed companies to create apparently endless types of shares with a variety of administrative and economic rights related to them. The question remains whether a special category of shares may confer the right to appoint a certain number of directors and, if so, what kind of impact these new shares may have on the corporate governance of a limited company.
The recent Italian company law reform introduced two new instruments for stock corporations wishing to dedicate part of their assets to the achievement of specific deals or the repayment of a specific loan. They establish an exception to the general principle whereby any legal entity guarantees the fulfilment of its obligations with all its present and future assets.
The new Italian Company Law establishes uniform rules on group structures in which the various companies of a corporate group are directed by and coordinated by one group member, usually the parent company. Among other things, such companies must clearly indicate this situation in their documents and correspondence, and through registration in the Register of Enterprises.
As a result of the recent corporate law reform, it is now possible to incorporate a stock corporation by unilateral act. Sole shareholders' liability is also excluded, as long as 100% of the authorized share capital is deposited with an Italian bank upon incorporation, and the identity and other details of the sole shareholder are disclosed in the Register of Enterprises.
Including: Types of Company; Corporation; Partnership Limited by Shares; Limited Liability Company.