The Rome Court of Appeal recently ruled on a Russian roulette clause included in a shareholders' agreement which had been entered into on a 50:50 basis. The validity of Russian roulette clauses has been disputed as several scholars consider them to be against the mandatory provisions of company law relating to a shareholder's withdrawal from a company and their assessment.
Law Decree 137/2020, the so-called 'Ristori Decree', recently came into force. This article provides a summary of the relevant provisions of immediate interest relating to employment, including the suspension of dismissals, financial support available to companies and family leave relating to a child's school suspending teaching.
In March 2020 the National Association of Insurance Companies approved the new self-regulation codes for co-insurance in non-life and life insurance, replacing the previous codes. Essentially, the new codes set out standard clauses governing the relationship between co-insurers. They apply to co-insurance agreements entered into effective from 1 January 2020. The previous codes can be used only up until 31 December 2020.
With Decision 136/2020, the Transport Regulatory Authority has once again addressed the regulatory models for airport charges, introducing significant amendments that companies which manage Italian airports open to commercial traffic of passengers, cargo and mail must follow. The authority is the independent national entity responsible for the oversight, regulation and negotiation of airport charges between airport managing companies on the one hand and airport users (airlines and operators) on the other.
The Supreme Court recently issued a significant decision on the apportionment of a salvage reward among a shipowner and cargo interests. The decision has confirmed the principle already expressed in previous Supreme Court judgments that the shipowner is liable towards the salvor for an entire salvage reward, subject to recourse action by said shipowner against the cargo interests. However, the Supreme Court's conclusions are debatable, as is its interpretation of Article 497 of the Code of Navigation.
Creditors taking legal action before the Italian courts to secure payment against their debtors have long regarded this as a nightmare option due to the length and complexity of Italian civil proceedings. However, recently introduced legislation may render this nightmare a dream, as claimants bringing actions for payment are now entitled to a premium interest rate equal to that available in respect of late payments in commercial transactions under the relevant EU legislation.
The Supreme Court of Cassation recently ruled on the revocation of the board chair of a listed company controlled by a public entity shareholder. The court clarified the concept of just cause with regard to directors' revocation under Article 2383 of the Civil Code. The court also stated that directors' revocation must be specifically provided for in the shareholders' meeting resolution. If the company cannot prove the revocation's just cause, the director must be compensated for damages borne.
At a recent Unified Patent Court (UPC) Preparatory Committee meeting on the effects of the United Kingdom's withdrawal of its ratification of the court's founding agreement, Italy announced its intention to nominate Milan as the new branch of the UPC headquarters instead of London. Although Milan is not a mandatory choice, this nomination should be taken seriously for many reasons.
Decree-Law 104/2020 recently introduced a new opportunity for Italian companies to step up the cost of tangible and intangible assets (real estate and other immovable properties which are built or for resale are excluded) and participation in controlled and associated companies included in financial statements as of 31 December 2019. Therefore, for taxpayers for which the fiscal year matches the calendar year, the revaluation option can be exercised for the fiscal year ending 31 December 2020.
The current health emergency has highlighted the need to reconcile the urgency in offering a response to the spread of COVID-19 with the need to continue ensuring the effectiveness of patent protection. For this purpose, the Italian legal system offers a number of solutions based on legitimising the use of a pre-existing patent without the owner's consent on the one hand and guaranteeing the accessibility of patented inventions to the most people without having to deny the owner's exclusive rights on the other.
With two measures introduced in August 2020, IVASS (the Italian insurance regulator) has approved changes and certain rules – effective as of 31 March 2021 – to various IVASS regulations concerning distribution and product oversight and governance for insurers and distributors. This article highlights the main changes.
Biomethane is an emerging source of renewable energy which may be a suitable substitute for fossil fuels. The prospects for biomethane as an energy source in Italy are promising; it has the potential to become one of the main protagonists in Italy's future energy sector and would facilitate the transition to a circular economy model. This article considers recent developments under Italian law to incentivise biomethane production.
Due to the ongoing COVID-19 pandemic, the government has extended the ban on individual and collective redundancies due to organisational or economic reasons until the end of 2020 (Law Decree 104/2020). However, terminations can proceed in certain situations.
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.
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.
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.
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.
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.
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.
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.