Corporate & Commercial, Grieco e Associati updates

Italy

Contributed by Grieco e Associati
COVID-19 and shareholder loan reimbursement
  • 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.

New law decree simplifies administrative procedures for shareholders
  • 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.

Court of Milan rules on simul stabunt simul cadent clause
  • 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.

De facto administrators and criminal liability
  • 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.

Supreme Court of Cassation rules on shareholder loans and capital contributions
  • 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.


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