Commercial and Corporate Archivi

None of your business: the board of directors is not liable if it proves its due diligence in course of action. But what happens if the company is a bank?

Civil Commercial and Corporate Giada Russo Giovanni Gigliotti Silvia BiscegliaNone of your business: the board of directors is not liable if it proves its due diligence in course of action. But what happens if the company is a bank?

31 October 2022by Giovanni Gigliotti, Giada Russo and Silvia Bisceglia

ABSTRACT: The applicability of the business judgment rule and the “presumption of guilt” to directors of banking companies in the light of the judgment no. 5347/2022 of the Italian Corte di Cassazione The business judgment rule and its limitations According to the business judgment rule (‘BJR’), directors’ management choices are unquestionable by the court,...

The registration tax must be applied pursuant to the intrinsic nature and the legal effects of the deed subject to taxation

Commercial and Corporate Laura CavarrettaThe registration tax must be applied pursuant to the intrinsic nature and the legal effects of the deed subject to taxation

12 July 2022by Laura Cavarretta

ABSTRACT: In judgment no. 18300 of June 7, 2022, the Corte di Cassazione ruled that the registration act must be applied pursuant to the intrinsic nature and the legal effects of the deed submitted for registration and not on the basis of external elements A foreign company has purchased 100% of the social quotas of...

On the value of Instant messages as evidence in civil proceedings: the point of view of the Court of Milan and of the Supreme Court

Authors Civil Civil Procedure Commercial and Corporate Niccolò D'AndreaOn the value of Instant messages as evidence in civil proceedings: the point of view of the Court of Milan and of the Supreme Court

1 April 2022by Niccolò D`Andrea

With a judgment handed down at the end of last January, the Court of Milan has specifically addressed the issue of the probative value of Whatsapp messages in civil proceedings, sharing the Supreme Court orientation in similar cases. In particular, within a dispute on the alleged breach of a business transfer contract, a claimant filed...

Where do you pay? A recent Italian Court of Cassation decision on taxation

Commercial and Corporate Giovanni Gigliotti Maurizio Vasciminni Silvia BiscegliaWhere do you pay? A recent Italian Court of Cassation decision on taxation

28 December 2021by Giovanni Gigliotti, Silvia Bisceglia and Maurizio Vasciminni

ABSTRACT – According to a recent judgment of the Italian Court of Cassation[1], a company resident abroad for tax purposes is subject to the Italian tax regime if the main decisions relating to its general management and business affairs are adopted in Italy. COMMENT – Companies’ residence for tax purposes in the Italian legal system The...

According to the Italian Court of Cassazione, the Chairman of the board of directors of a corporation cannot be at the same time an employee of the same corporation

Commercial and Corporate Employment and Social Security Francesco Vitella Paola CarlottiAccording to the Italian Court of Cassazione, the Chairman of the board of directors of a corporation cannot be at the same time an employee of the same corporation

15 December 2021by Francesco Vitella and Paola Carlotti

On the subject of the coexistence of an employment relationship and a corporate office held by the same person, the Court of Cassazione has extended the principles developed in relation to the office of sole director to that of chairman of the board of directors of a corporation – in the specific case, of a cooperative – affirming the absolute incompatibility between the latter office and the employment relationship with the same corporation.

Breach of the shareholders’ agreement: which jurisdiction when the company is based abroad?

Civil Procedure Commercial and Corporate Giovanni Gigliotti Maurizio Vasciminni Silvia BiscegliaBreach of the shareholders’ agreement: which jurisdiction when the company is based abroad?

10 August 2021by Silvia Bisceglia, Giovanni Gigliotti and Maurizio Vasciminni

According to a recent judgement of the Italian Corte di Cassazione, the dispute arising from the breach of the shareholders’ agreement by the Italian shareholder is subject to the Italian jurisdiction even when the registered office of the company is located abroad, under the rule of the defendant’s domicile.

The applicability of the Business Judgement Rule to directors’ organisational choices

Commercial and Corporate Giada Russo Giovanni Gigliotti Maurizio VasciminniThe applicability of the Business Judgement Rule to directors’ organisational choices

30 April 2021by Giada Russo, Giovanni Gigliotti and Maurizio Vasciminni

According to the Court of Rome, the application tout court of the Business Judgement Rule may not be sufficient to exclude the directors’ liability in case of breach of the their duty to provide the company with an adequate organisational structure according to Italian Law.

The Court of Rome assessed the lawfulness of the Russian roulette clause under Italian law

Civil Commercial and Corporate Giada Russo Giovanni Gigliotti Maurizio VasciminniThe Court of Rome assessed the lawfulness of the Russian roulette clause under Italian law

2 January 2021by Giada Russo, Giovanni Gigliotti and Maurizio Vasciminni

The Court of Rome assessed the lawfulness of the Russian roulette clause under Italian law.

Do acquired companies survive in merger transactions? Sometimes it happens

Civil Procedure Commercial and Corporate Giada Russo Giovanni Gigliotti Maurizio VasciminniDo acquired companies survive in merger transactions? Sometimes it happens

2 January 2021by Giada Russo, Giovanni Gigliotti and Maurizio Vasciminni

According to a recent judgment of the Italian Corte di Cassazione[1], although – as a general rule – in merger by acquisition transactions the acquired company loses its legal standing, such a company can still be sued whenever this is needed to protect a counterparty that, without any fault, is unaware of the merger.