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Grieco e Associati | Italy | 8 Mar 2021

Milan Tribunal rules on companies' business continuity and directors' removal for alleged management irregularities

In 2019 the Milan Tribunal ruled in a case concerning the removal of directors for alleged management irregularities. The tribunal highlighted some important principles regarding companies' business continuity, as set out in Article 2086 of the Civil Code, which has been amended by the Crisis and Insolvency Code. The tribunal's award is important as it constitutes a first interpretation of......
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Grieco e Associati | Italy | 18 Jan 2021

Capital loss coverage postponed until 2025

Pursuant to Paragraph 266 of the new Budget Law 2021, several duties relating to the mandatory coverage of company losses borne in 2020 have been postponed for five financial years, up until 2025. The new rules ease companies' financial commitments. Similarly, Article 44 of Law 120/2020 has postponed the requirement for a two-thirds qualified majority of stock capital quorum to pass......
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Grieco e Associati | Italy | 7 Dec 2020

Corporate and commercial: trends and issues – Italy

The COVID-19 pandemic has had a significant impact on the Italian corporate and commercial world. As part of its response, the government suspended certain corporate obligations for companies (including with regard to bankruptcy law and the increase of stock capital) and granted state guarantees concerning financing loans. This video discusses these matters and the potential impact that they......
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Grieco e Associati | Italy | 30 Nov 2020

Rome Court of Appeal rules on Russian roulette clause

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.
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Grieco e Associati | Italy | 19 Oct 2020

Supreme Court of Cassation rules on directors' revocation and spoil system

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......
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Grieco e Associati | Italy | 14 Sep 2020

COVID-19 and shareholder loan reimbursement

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......
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Grieco e Associati | Italy | 3 Aug 2020

New law decree simplifies administrative procedures for shareholders

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......
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Grieco e Associati | Italy | 29 Jun 2020

Court of Milan rules on simul stabunt simul cadent clause

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......
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Grieco e Associati | Italy | 8 Jun 2020

De facto administrators and criminal liability

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......
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Grieco e Associati | Italy | 20 Apr 2020

Supreme Court of Cassation rules on shareholder loans and capital contributions

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......
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