WE FOCUS ON THEMES OF INTEREST TO EXAMINE ALL OF THEIR FACETS

A thorough analysis of economic phenomena and of the main juridical changes enables us to best respond to the varied needs of our clients.

11
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2021
News
Bankruptcy of the de facto supercompany

The merely incidental finding of the existence of a so-called de facto supercompany does not automatically lead to its bankruptcy should one of its partners be insolvent.


9
7_
2021
News
Irresponsible lending: the bankruptcy administrator has standing to act against lender banks

The bankruptcy administrator has standing to act against the bank for irresponsible lending, in the case of an unlawful new loan or maintenance of ongoing contracts, which has caused a decrease in the assets of the bankrupt person, for the direct damage to the company resulting from the loan and for the injury to the entire class of creditors owing to the loss of the asset guarantee pursuant to Article 2740 of the Civil Code.


6
7_
2021
News
Corporate governance of banks: update on Banca d’Italia’s supervisory provisions

Banca d’Italia has issued an update on the supervisory provisions concerning banks’ corporate governance (Circular No. 285/2013). The amendments are targeted at strengthening Italian banks’ governance structures and taking into account changes in European guidelines (the so-called CRD V directive and EBA Guidelines).


22
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2021
News
BANCA D’ITALIA DISMISSES SANCTION PROCEEDINGS AGAINST TWO OF THE FIRM’S CLIENTS

Negrolex, with a team led by Ettore Maria Negro and Donatella D’Ambrosio, has assisted two members of the Board of Directors of a well-known Italian bank in sanction proceedings brought by Banca d’Italia. Although at the conclusion of the preliminary investigation phase, the Institutional Relations Service proposed the application of a fine, Banca d’Italia’s Directorate (Governing Board), having assessed all the records of the proceedings, decided not to pursue the sanction procedure against the Firm’s two clients.


21
6_
2021
News
The competent Court must provide for the judicial receiver’s remuneration even if the composition with creditors is rejected

With judgment no. 15789 of 7 June 2021, the Supreme Court, while taking into account its previous rulings to the contrary, held that the phrase “at the end of the proceedings” in the third paragraph of Article 165 of the Bankruptcy Law implies that, following the end - for whatever reason - of the composition with creditors, the Court with jurisdiction over regulation of the competition, notwithstanding its formal termination, still has the power to determine the compensation due to the judicial receiver, once all his activities have been completed.


21
6_
2021
News
Consob – Annual meeting with the financial market

On Monday 14 June 2021, the Chairman of Consob has hold the annual Meeting with the Financial Market on the occasion of the presentation of the Consob Report for 2020.


16
6_
2021
News
Borsa Italiana – Notice no. 19366/2021

With Notice no. 19366 of 3 June 2021, Borsa Italiana published the latest amendments to the Instructions for the Market Rules which will come into force on 21 June 2021 (the amendments to the Instructions for the ETFplus Market will enter into force subject to the positive outcome of the tests).


16
6_
2021
News
Arbiter for Financial Disputes

The 2020 Annual Report of the Arbiter for Financial Disputes (ACF), the entity established at Consob in 2016 for alternative dispute resolution between retail investors and intermediaries authorised to provide investment services, in the event of a breach by the latter of their obligations of diligence, transparency, integrity and information, has been published.


16
6_
2021
News
Transformation of an S.n.c. into an S.r.l.: the moment when the different liability regime is applicable
| Business Law

With order no. 13772 of 20 May 2021, the Court of Cassation ruled on the issue of identifying the moment in time when, as a result of the transformation of an S.n.c. into an S.r.l., the unlimited liability of shareholders “ceases” and the limited liability of the company “starts”.


16
6_
2021
News
Directors’ liability for damage caused to the company they manage is always contractual in nature

The liability of directors, for both joint stock companies and partnerships, for damage caused to the company they manage is contractual in nature, so that the company (or the administrator, in the case where the action is brought under Article 146 of the Bankruptcy Law) is required to allege breaches by the directors of their duties, as well as prove the damage and the causal link between the breach and the damage, while it is up to the directors to prove, with reference to the allegations, that they have complied with their duties.


24
5_
2021
News
RESUMPTION OF PROCEEDINGS THAT HAD BEEN INTERRUPTED ON ACCOUNT OF THE BANKRUPTCY OF ONE PARTY

The Court of Cassation in Joint Sitting has intervened to resolve the conflict in case law that has arisen on the subject of the resumption of proceedings that have been interrupted by a supervening adjudication in bankruptcy.


4
5_
2021
News
Constitutional Court: judgment no. 84 filed on 30 April 2021

With judgment no. 84 filed on 30 April 2021, the Constitutional Court (President Coraggio – Drafter Viganò) declared that Article 187-quinquiesdecies of Legislative Decree no. 58 of 24 February 1998 (T.U.F.) was constitutionally illegitimate “insofar as it also applies to a natural person who has refused to provide CONSOB with answers that may reveal his or her liability for an offence that is subject to administrative sanctions of a punitive nature, i.e. a crime”.


30
4_
2021
News
PRE-DEDUCTION OF THE CLAIM OF A PROFESSIONAL WHO HAS PROVIDED THEIR SERVICES WITH A VIEW TO CARRYING OUT A COMPOSITION WITH CREDITORS

With order no. 10885/2021, published on 23 April 2021, the Supreme Court forwarded to the First President, for possible assignment to the Joint Sitting, the documents relating to the issue concerning the pre-deductibility (preference over creditors) of the claim of a professional who carried out his work to access a composition with creditors, which was not successful.


28
4_
2021
News
SUSPENSION OF THE RESOLUTION TO EXCLUDE A SHAREHOLDER AS A PRECAUTIONARY MEASURE

In an order filed on 26 April 2021, the Court of Cassation, reaffirming the ruling in order no. 24939 of 7 October 2019, held that the suspension of the shareholders’ meeting resolution to exclude a shareholder, ordered as a precautionary measure, is protective in nature. Consequently, if the proceedings on the merits relating to the appeal against the suspended resolution are extinguished, the protective measure loses its effectiveness.


13
11_
2015
News
Defects of leased assets

With decision no. 19785/2015, filed on 5th October 2015, the Joint Sections of the Supreme Court (L.A. Rovelli Presiding –A. Spirito Reporting Judge) issued their judgement on the matter of financial leases, addressing the issue of the remedies the user may invoke in cases of defects of the leased asset.


12
11_
2015
News
Preliminary sale agreement and bankruptcy

With their decision no. 18131/2015, filed on 16 September 2015 (L. A. Rovelli presiding - R. Vivaldi reporting judge), the Joint Sections of the Supreme Court affirmed that the receiver of the promissory seller may not exercise the right to terminate the preliminary agreement under Article 72 of the Italian Bankruptcy Law with respect to the promissory buyer, if the latter transcribed, before the declaration of bankruptcy, the petition for performance in specific form proposed in accordance with Article 2932 of the Italian Civil Code and said petition was granted with a decision which in turn was transcribed.


12
11_
2015
News
Corporate groups in arrangement with creditors procedure is non-actionable.

With its decision no. 20559/2015, filed on 13 October 2015 (A. Ceccherini Presiding – L. Nazzicone Reporting Judge), the Supreme Court, 1st Civil Section, declared that a so-called corporate groups in arrangement with creditors procedure was non-actionable before the same court, in the absence of positive laws and regulations covering the phenomenon and governing its jurisdiction, the forms of complaints, the appointment of the bodies and the formation of the classes and of the volumes of assets and liabilities; indeed, according to current laws and regulations, a composition with creditors may be proposed solely by each of the companies belonging to the group before the court having local jurisdiction for each individual procedure, without possibility of confusion between assets and liabilities.


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