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Jurisdiction

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Portolano Cavallo Studio Legale | Italy, USA | 13 Mar 2013

Conflicts of interest: how many fingers can you put in one pie?

Last year, the $21 billion Kinder Morgan bid for El Paso was challenged before a US court due to alleged breach of fiduciary duties by both advisers and company executives. A billion-dollar deal, a chief executive officer with underlying motives and conflicted investment banks are the perfect elements of a modern play with plenty of drama and plot twists for the international legal community....
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Portolano Cavallo Studio Legale | Italy | 24 Jan 2013

DTT frequencies to be allocated

A public consultation on the scheme of the new regulation for the allocation of available digital terrestrial television (DTT) frequencies recently closed. Once the European Commission approves the regulation, the Ministry of Economic Development will launch an auction for six DTT multiplexes. However, the upcoming general election could trigger some delay.
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Portolano Cavallo Studio Legale | Italy | 19 Dec 2012

Exit mechanisms and drag-along clauses in investment agreements

When professional investors are entering into an investment agreement and can predict when the investment will reach maturity, a key consideration will be when and how to exit. A drag-along clause is one of the more interesting contractual clauses that may be included in agreements and bylaws to deal with exit issues.
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Portolano Cavallo Studio Legale | European Union, Italy | 1 Nov 2012

Questions over technological protection measures for games consoles

The Court of Milan has referred to the European Court of Justice (ECJ) for a preliminary ruling in connection with technological protection measures applied to video game consoles. The ECJ referral follows a dispute between Nintendo and PCBox Srl, which produces and markets devices aimed at bypassing the technological protection measures applied to Nintendo's consoles.
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Portolano Cavallo Studio Legale | Italy | 18 Oct 2012

On-demand streaming raises compensation issues

On-demand streaming of audiovisual content has raised several questions regarding proper compensation due to authors, producers and performers. Among these questions are how to apply both the term 'communication to the public' under the Copyright Law and the private copy exemption to streamed content, and how cloud services fit in with current regulations and guidelines.
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Portolano Cavallo Studio Legale | Italy | 21 Jun 2012

Former AGCOM chief on online distribution of creative content

In statements to Parliament, the former chairman of the Communications Authority has stressed that stakeholder agreements are crucial in making non-infringing media content available online. Commenting on the position of the content industry in regard to so-called 'over-the-top' operators, he cited an initiative by a group of Italian publishers to create a multi-device platform for the......
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Portolano Cavallo Studio Legale | Italy | 18 Apr 2012

Representations and warranties - remedies for the acquirer

As they are not specifically regulated in Italian law, representations and warranties - and the legal remedies available in the event of an infringement - have long been a source of controversy. Adopting certain precautions when drafting an acquisition agreement may save the acquirer from a number of costly mistakes.
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Portolano Cavallo Studio Legale | Italy | 4 Apr 2012

Government's new veto powers in strategic sectors

New government powers of intervention and veto - affecting defence and national security, energy, transport and communications - are set to have a significant impact on investments by non-Italian entities. Among other things, they may give the government greater freedom to scrutinise sovereign fund investments, while Italian bidders for a target in a strategic sector may gain a crucial edge......
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Portolano Cavallo Studio Legale | Global | 28 Mar 2012

Earn-outs: advantages and pitfalls

The road to a successful deal holds a wide variety of challenges for both acquirer and target. Bridging the gap between different estimates of the target's value is a fundamental step towards a successful outcome. Various types of earn-out provision can help, but careful drafting is required to prevent future disputes.
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Portolano Cavallo Studio Legale | 15 Mar 2012

ECJ rules on Italy's gaming regulations

The Court of Justice of the European Union (ECJ) has issued a preliminary ruling on the compatibility of Italy's legal framework for gaming with the right of establishment and the freedom to provide services. Although the short-term impact on the industry may be limited, in the long term the State Monopolies Authority will be forced to adapt the framework to the principles indicated by the ECJ.
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