Latest updates
COVID-19 and shareholder loan reimbursement
Grieco e Associati- Corporate & Commercial
- Italy
- 14 September 2020
The reimbursement of shareholder loans to a company and the reimbursement of loans made by companies belonging to the same group are postponed until other company creditors have been reimbursed if there is an excessive imbalance between the financed company's debt and its net equity or if its financial situation would be better improved through a capital increase. However, in light of the COVID-19 emergency, these norms have been suspended for loans made between 9 April 2020 and 31 December 2020.
Specialised commercial courts with jurisdiction over claims against foreign defendants: the Italian approach
ARBLIT Radicati di Brozolo Sabatini Benedettelli Torsello- Litigation
- Italy
- 01 September 2020
In recent years, an intense debate has taken place regarding the appropriateness and benefits of establishing specialised international commercial courts. This article presents the Italian (pre-Brexit) reform, which established specialised commercial courts with jurisdiction over cases brought against foreign defendants with a view to attracting foreign investments and businesses by assigning the adjudication of disputes in which they are involved to a limited number of highly specialised courts.
Supreme Court ruling on airport handling liability
Studio Pierallini- Aviation
- Italy
- 19 August 2020
The Supreme Court recently issued an important ruling on the liability and indemnity for damages caused during the supply of airport ground-handling services to airlines. The case originated from an accident suffered by a Boeing 767 aircraft operated by an Italian carrier at Verona Airport whose right wing hit the sliding gate of the hangar – where the aircraft was being recovered – during the towing phase conducted by one of the handling provider's trucks.
Data Protection Authority updates FAQs regarding contact tracing
Ichino Brugnatelli e Associati Studio Legale- Tech, Data, Telecoms & Media
- Italy
- 14 August 2020
The Data Protection Authority recently updated its FAQs regarding personal data processing in the face of the COVID-19 emergency, providing some important clarifications on contact tracing and medical data processing based on mobile app technology more generally. This article examines the data protection implications of contact tracing apps at national and regional levels, in medical applications and private enterprise.
Fair and balanced insurance contracts – recent Supreme Court rulings
DLA Piper- Insurance
- Italy
- 11 August 2020
In two separate orders, the Supreme Court has reiterated certain principles that should be used as guidance for interpreting insurance clauses with a view to ensuring a fair balance between the insured's rights and the insurer's obligations. The orders once again confirm the importance of insurance contracts being drafted with rigor and in accordance with clear and simple criteria in order to limit misinterpretation and possible litigation.
ECJ on paid leave in case of unlawful dismissal and reinstatement: Italian viewpoint
Stanchi Studio Legale- Employment & Immigration
- Italy
- 05 August 2020
The European Court of Justice has ruled on a dismissed employee's right to indemnity for untaken holiday accrued during the period between their dismissal and the date of their court-ordered reinstatement. With respect to the Italian context, the prevailing case law confirmed by the Supreme Court excluded the dismissed employee's right to accrue holiday after his dismissal until the enforcement of the judicial order of reinstatement.
New law decree simplifies administrative procedures for shareholders
Grieco e Associati- Corporate & Commercial
- Italy
- 03 August 2020
Law Decree 76/2020 was recently enacted as part of Italy's strategy to simplify some of its bureaucratic procedures and, among other things, ease the requirements which apply to companies that wish to increase their share capital. The law decree has introduced significant facilitative measures regarding share capital increases, including a significantly lower quorum for enacting shareholder resolutions which affect share capital increases.
Immunity of jurisdiction defence rejected in compensation claim
Dardani Studio Legale- Shipping & Transport
- Italy
- 15 July 2020
The Court of Genoa recently referred a jurisdictional immunity claim to the European Court of Justice for a preliminary ruling on whether it should decline to hear the case on the basis of said immunity exception or whether it must apply the EU Brussels Regulation. The case concerned a compensation claim by survivors and relatives of the deceased of a ferry accident.
Court of Milan rules on simul stabunt simul cadent clause
Grieco e Associati- Corporate & Commercial
- Italy
- 29 June 2020
The Court of Milan recently examined the simul stabunt simul cadent clause in a joint stock company's articles of association. Pursuant to such clause, if a director resigns from the board of directors, the entire board is no longer in charge of the company and a shareholders' meeting must be called to appoint a new board. If the ousted director proves that this clause has been used illicitly and that such use amounts to an abuse of power by the company, they can be compensated for damages suffered.
Post-lockdown litigation: Phase 2 special rules for court proceedings
ARBLIT Radicati di Brozolo Sabatini Benedettelli Torsello- Litigation
- Italy
- 09 June 2020
In response to the COVID-19 outbreak, the government adopted a severe lockdown policy, including suspending all court proceedings and related deadlines in civil and commercial matters. As of 18 May 2020, the government moved to Phase 2, which means that litigation in civil and commercial matters can now resume. However, as with other activities, court litigation requires special measures to ensure social distancing in the courts' premises and judicial offices.
Claims-made clauses: an end to uncertainty?
DLA Piper- Insurance
- Italy
- 09 June 2020
The Court of Cassation recently set out a number of important points on claims-made clauses, reaffirming that, among other things, the liability insurance loss occurrence scheme is not binding pursuant to Article 1932 of the Civil Code. Thus, it can be derogated from by parties, which are free to opt for the claims scheme model by including pure or mixed clauses in insurance contracts.
De facto administrators and criminal liability
Grieco e Associati- Corporate & Commercial
- Italy
- 08 June 2020
The Court of Cassation recently outlined the main features of de facto administrators. The court highlighted that a de facto director is burdened with the entire range of duties to which a de jure administrator is subject. Thus, should the necessary objective and subjective requirements apply, a de facto administrator is criminally responsible for their conduct which breaches criminal standards as if they were a de jure administrator.
COVID-19: workplace health and safety
Stanchi Studio Legale- Employment & Immigration
- Italy
- 27 May 2020
As Italy is dealing with the COVID-19 pandemic, the national institutions responsible for occupational safety (mainly the National Institute for Insurance against Accidents at Work and the Labour Inspectorate) have issued rules concerning health and safety in the workplace. Italian companies which have been authorised to reopen must enforce a strict set of regulations in order to safeguard the health and safety of their employees and anyone who enters their workplace during this transitional Phase 2 period.
Supreme Court finds that formatting an electronic device after copying data constitutes embezzlement
Ichino Brugnatelli e Associati Studio Legale- Tech, Data, Telecoms & Media
- Italy
- 22 May 2020
A recent Supreme Court decision found that an employee who copies computer data stored on a company laptop entrusted to them for work purposes and subsequently returns the computer with said data deleted and the hard drive formatted is guilty of embezzlement pursuant to Article 646 of the Criminal Code.
Additional COVID-19 measures introduced for aviation industry
Studio Pierallini- Aviation
- Italy
- 13 May 2020
The government recently introduced additional measures to tackle the COVID-19 pandemic. A number of specific rules were introduced for the transport of airline passengers which must be complied with by airlines and airports to contain the spread of COVID-19 in Italy. The new rules will be in force until 17 May 2020, but they remain subject to extension or amendments in light of the continuously evolving scenario.
Ship sale and purchase transactions and acquisition of business assets: recent developments
Dardani Studio Legale- Shipping & Transport
- Italy
- 06 May 2020
Italian law includes no specific rules concerning the sale of ships. As such, the general rules on the sale of movable assets apply. However, should the purchase of a ship qualify as an acquisition of business assets, certain mandatory rules of law apply. In two recent judgments, the Rome Court of Appeal held that the mandatory rules regarding the transfer of business assets do not apply to sale and purchase agreements concerning a single ship.
Payment protection insurance – recent joint IVASS and Bank of Italy guidelines
DLA Piper- Insurance
- Italy
- 28 April 2020
By a letter of 17 March 2020, IVASS (the Italian insurance regulator) and the Bank of Italy once again addressed the issue of policies connected to loan and financing contracts, recommending the adoption of verification procedures by the internal control functions of insurance undertakings and financial institutions in order to identify and remedy possible critical issues.
Patent infringement to deal with COVID-19 emergency: possible exemptions
IP Law Galli- Intellectual Property
- Italy
- 27 April 2020
In a province badly affected by COVID-19, valves for respirators used in hospitals in emergency COVID-19 therapy have been replicated locally with a 3D printer (the original valves are reproduced and patent protected) to cope with valve shortages and the impossibility of receiving them in time from the authorised manufacturer. In this case, the fact that a 3D printer is being used for non-commercial production purposes could be per se relevant as an exemption from liability.
Government measures to mitigate effects of COVID-19
Studio Pierallini- Aviation
- Italy
- 22 April 2020
This article provides an overview of measures which the government has implemented over the past month to mitigate the effects of the COVID-19 pandemic with regard to airports, air carriers, passenger claims and drones. As airlines have had to significantly reduce flights and many airports have been temporarily closed, the pandemic has had significant adverse effects for stakeholders at all levels.
Supreme Court of Cassation rules on shareholder loans and capital contributions
Grieco e Associati- Corporate & Commercial
- Italy
- 20 April 2020
The Supreme Court of Cassation recently clarified the distinction between shareholder financing and shareholder capital contributions, with the former being a loan and the latter being a capital contribution in order to finance a company. This decision confirms previous decisions which stated that the courts must assess shareholders' actual financial commitment to a company and not only the item recorded in the company's balance sheet.
