News - Corporate, mergers & acquisitions

Pursuant to Article 2466 of the Italian Civil Code, the shareholder of a S.r.l. that does not execute the initial contribution within the prescribed period may be warned by the dir...

18 June, 2020 Corporate, M&A

Covid-19 and suspension of protested bills/checks

Court of Lecce, 29 May 2020...

18 June, 2020 Corporate, M&A

The clause of the bylaws to order the exclusion of the member in default of the obligations undertaken is null and void for indeterminacy

Court of Bolzano, 06 May 2020. Pres. Maria Cristina Erlicher. Est. Paciolla...

13 June, 2020 Corporate, M&A

In the proceedings to exclude the shareholder of an s.r.l., if this is promoted by another shareholder, the company is not necessarily party to the litigation

Court of Bolzano, 06 May 2020. Pres. Maria Cristina Erlicher. Est. Paciolla...

13 June, 2020 Corporate, M&A

The director of a limited partnership may take emergency precautionary action pursuant to Article 700 of the Italian Criminal Code

Court of Barcelona Pozzo di Gotto, 17 July 2018. Est. Quadraccia....

13 June, 2020 Corporate, M&A

The company’s creditors have the obligation to take action against the company that is endowed with autonomous assets

The benefit provided for by articles 2304 and 2315 of the Italian Civil Code, in keeping with the guarantee of the shareholder's assets vis-à-vis the company's creditors, operates ...

07 June, 2020 Corporate, M&A

To supplement the complaint filed pursuant to Article 2409 of the Italian Civil Code, there must be well-founded suspicion that the directors have contravened their duties

In the complaint procedure to the Court of First Instance, article 2409 of the Italian Civil Code states that, for the purpose of supplementing the complaint filed, it is not suffi...

07 June, 2020 Corporate, M&A

Omitted or irregular bookkeeping and directors’ responsibilities

Court of Florence, 13 May 2020. Pres., est. Calvani...

30 May, 2020 Corporate, M&A

In the event of seizure of the company’s shareholdings, the enforceable debtor is entitled to examine the documents relating to the administration of the company

Court Rome, January 20, 2020. East. Cecilia Bernardo...

30 May, 2020 Corporate, M&A

In the case of a pledge or usufruct on shares, the right to vote belongs to the pledgee or usufructuary

Court of Rome, 20 January 2020. Est. Cecilia Bernardo...

30 May, 2020 Corporate, M&A

The clause of the articles of incorporation which provides a standard form for the termination of a contract may not be waived only for words or for conclusive facts

Civil Supreme Court, section I, 12 March 2020, Judgment no. 7108. Pres. Dido. Est. Dolmetta...

14 May, 2020 Corporate, M&A

The liability action pursuant to Article 146 of the Bankruptcy Law includes both actions pursuant to Articles 2393 and 2394 of the Italian Civil Code

Civil Supreme Court, Section I, September 20, 2019, No 23452. Pres. Dido. Est. Federico...

14 May, 2020 Corporate, M&A

In the event of a company’s extinction, its obligations are transferred to the shareholders by virtue of an inheritance relationship

Court of Rome, 14 April 2020. Est. Margherita Libri...

14 May, 2020 Corporate, M&A

The dispute concerning the resolution by which the shareholders’ meeting approves the reduction of the share capital below the legal limit cannot be settled by arbitrators

Civil Supreme Court, section I, Ruling no. 14665 of 29 May 2019. Est. Lamorgese...

07 May, 2020 Corporate, M&A

The amendment of the clause in the Bylaws relating to the distribution of profits justifies the right of withdrawal of minority shareholders

Civil Supreme Court, section I, Ruling no. 13845 of 22 May 2019. Est. Terrusi...

07 May, 2020 Corporate, M&A

The financing the member of a building cooperative society by the subsidiary is part of loan contracts

Civil Supreme Court, section I, Ruling no. 732 of 15 January 2020. Pres. Campanile. Est. Lamorgese...

07 May, 2020 Corporate, M&A

The responsibility of auditors even in case of inertia

Civil Supreme Court, section I, Judgement no. 18770 of 12 July 2019. Pres. Dido. Est. Loredana Nazzicone...

01 May, 2020 Corporate, M&A

The common arbitration clauses contained in the articles of association are valid, provided they are prior to the entry into force of Legislative Decree no. 5/2003

Court of Modena, 17 September 2019. Est. Masoni...

01 May, 2020 Corporate, M&A

The shareholders of an s.r.l., who intentionally decided or authorized certain actions which harmed the company, pursuant to the provisions of Article 2476 of the Italian Civil Code, are liable

Court of Appeal of Venice, 21 November 2019. Pres. Santoro. Est. Valle...

01 May, 2020 Corporate, M&A

NEWS – CORPORATE, MERGERS & ACQUISITIONS

NEWS – CORPORATE, MERGERS & ACQUISITIONS

With regards to asymmetrical partial splitting, an extensive or similar interpretation of the unanimous consent of the members in relation to other forms of splitting is not admissible

The thesis that the execution of the contribution takes place exclusively with the assumption of the obligation is unacceptable

Application for liquidation of the share by the heirs of a deceased unlimited partnership shareholder

There is no connection between the liability action and the revocatory action, even if they are brought in a single case before the Court of Companies

The arbitration clause contained in the articles of association of a partnership is null and void if it provides for the appointment of a single arbitrator by the shareholders and, alternatively, by the President of the Court

Basic assumptions of liability pursuant to Article 2497 of the Italian Civil Code

Disputes concerning the appeal against a resolution approving the financial statements of a company are outside the scope of arbitration

Forfeiture pursuant to Article 2382 of the Italian Civil Code shall not apply in the event of bankruptcy of a director of a limited liability company

The application of the ordinary trial procedure to obtain an order revoking the common representative of the shareholders

The burden of proving that the purchase of a property by one of the participants in the family business took place “in his/her own name” with the use of common funds, rests on the person who makes such a claim

Spouses married in community of property have the right to set up a partnership, whose assets will belong to the capital conferred in the partnership

It is lawful to appoint a legal person as a director of another company, but this must be accompanied by the appointment of a representative which constitutes a management act and completes the appointment as director

The appointment of a legal person as a director of another company is permissible

The provision of a put option and a contractual mechanism constitutes an unacceptable derogation and circumvention of the prohibition of a leonine pact

Article 2466 of the Italian Civil Code applies both if the shareholder does not make the initial contribution within the terms provided for, and if failure to do so is related to the share capital increase approved by the shareholders’ meeting.

Covid-19 and suspension of protested bills/checks

The clause of the bylaws to order the exclusion of the member in default of the obligations undertaken is null and void for indeterminacy

In the proceedings to exclude the shareholder of an s.r.l., if this is promoted by another shareholder, the company is not necessarily party to the litigation

The director of a limited partnership may take emergency precautionary action pursuant to Article 700 of the Italian Criminal Code

The company’s creditors have the obligation to take action against the company that is endowed with autonomous assets

To supplement the complaint filed pursuant to Article 2409 of the Italian Civil Code, there must be well-founded suspicion that the directors have contravened their duties

Omitted or irregular bookkeeping and directors’ responsibilities

In the event of seizure of the company’s shareholdings, the enforceable debtor is entitled to examine the documents relating to the administration of the company

In the case of a pledge or usufruct on shares, the right to vote belongs to the pledgee or usufructuary

The clause of the articles of incorporation which provides a standard form for the termination of a contract may not be waived only for words or for conclusive facts

The liability action pursuant to Article 146 of the Bankruptcy Law includes both actions pursuant to Articles 2393 and 2394 of the Italian Civil Code

In the event of a company’s extinction, its obligations are transferred to the shareholders by virtue of an inheritance relationship

The dispute concerning the resolution by which the shareholders’ meeting approves the reduction of the share capital below the legal limit cannot be settled by arbitrators

The amendment of the clause in the Bylaws relating to the distribution of profits justifies the right of withdrawal of minority shareholders

The financing the member of a building cooperative society by the subsidiary is part of loan contracts

The responsibility of auditors even in case of inertia

The common arbitration clauses contained in the articles of association are valid, provided they are prior to the entry into force of Legislative Decree no. 5/2003

The shareholders of an s.r.l., who intentionally decided or authorized certain actions which harmed the company, pursuant to the provisions of Article 2476 of the Italian Civil Code, are liable