Contenzioso

18 Aug 21: Breach of the shareholders’ agreement: which jurisdiction applies when a company is based abroad?

Breach of the shareholders’ agreement: which jurisdiction applies when a company is based abroad? IBA Corporate Counsel Forum   Wednesday 18 August 2021 Maurizio Vasciminni Pavia e Ansaldo Studio Legale, Rome maurizio.vasciminni@pavia-ansaldo.it Silvia Bisceglia Pavia e Ansaldo Studio Legale, Rome Silvia.bisceglia@pavia-ansaldo.it Giovanni Gigliotti Pavia e Ansaldo Studio Legale, Rome giovanni.gigliotti@pavia-ansaldo.it Breach of the shareholders’ agreement: which jurisdiction applies when a company is based abroad? According to a recent judgment of the Italian Corte di Cassazione,[1] a dispute arising from a breach of the shareholders’ agreement by an Italian shareholder is subject to Italian jurisdiction even when the registered office of the company…

Contenzioso

04 Aug 21: Not a ‘family’ business: enterprise or professional debts cannot be paid by the patrimonial fund constituted for the needs of the family

Not a ‘family’ business: enterprise or professional debts cannot be paid by the patrimonial fund constituted for the needs of the family IBA Litigation Committee    Wednesday 4 August 2021   Maurizio Vasciminni Giada Russo Giovanni Gigliotti   The matter of asset protection is growing in importance, especially for massive assets, since the Italian 2017 Budget Law introduced the so-called ‘flat tax’. The flat tax regime allows non-Italian resident high net worth individuals to transfer their tax residence to Italy to elect for a flat substitutive tax. The transfer of residence required for the application of the flat-tax regime has…

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26 Apr 21: The applicability of the Italian Business Judgement Rule to directors’ organisational choices

The applicability of the Italian Business Judgement Rule to directors’ organisational choices IBA Corporate and M&A Law Committee    26 April 2021   Maurizio Vasciminni Giada Russo Giovanni Gigliotti   The ‘adequacy of the organisational structure’ duty under the Italian Civil Code According to Article 2086 of the Italian Civil Code, the enterpriser operating as a company (or as a group) must set up an organisational, administrative and accounting structure adequate to the nature and size of the enterprise. Such adequate organisational structure must also be set up in order to detect – in a timely fashion – a crisis at…

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11 Feb 20: Pavia e Ansaldo obtains for Proras a favourable sentence from the Supreme Court regarding counterfeit by equivalents and unfair competition

Pavia e Ansaldo obtains for Proras a favourable sentence from the Supreme Court regarding counterfeit by equivalents and unfair competition Milan, 11 February 2020 – Pavia e Ansaldo obtained from the Supreme Court the cancellation with remission to the preceding judge of the sentence with which the Court of Appeal of Bologna had excluded counterfeit of a patent belonging to the company Proras by its main competitor (Nuova Rivart S.r.l., currently belonging to the Mauro Saviola Group) regarding an innovative process for the extraction of tannin. The judges of Bologna deemed the forgery by “equivalents” inexistent since the differences between the innovative…

Contenzioso

14 May 19: May the parties derogate both general and special jurisdiction in Italy?

May the parties derogate both general and special jurisdiction in Italy? IBA Litigation Committee newsletter   13 May 2019   Maurizio Vasciminni Pavia Ansaldo, Rome maurizio.vasciminni@pavia-ansaldo.it   Giovanni Gigliotti Pavia Ansaldo, Rome giovanni.gigliotti@pavia-ansaldo.it   Giada Russo Pavia Ansaldo, Rome giada.russo@pavia-ansaldo.it   Any lawyer dealing with international contracts knows that reaching an agreement on the jurisdiction clause may be quite a difficult task, because each party generally feels more comfortable knowing that disputes arising out of the contract will be referred to a court system it is familiar with. Any such lawyer also knows that the bargaining strength of the parties…

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06 Feb 19: DeA Capital Real Estate SGR S.p.A. wins with Pavia e Ansaldo before the Court of Appeal of Rome

DEA CAPITAL REAL ESTATE SGR S.P.A. WINS WITH PAVIA E ANSALDO BEFORE THE COURT OF APPEAL OF ROME Rome, 6 February 2019 – The Court of Appeals of Rome, with sentence dated 30 January 2019, accepted the opposition made by the SGR’s attorneys, and rejected the requests made by a company linked to a historical family of Italian constructors directed to a Fund managed by the SGR, aimed at obtaining the nullity/termination of a sale and purchase agreement for a property (and of the related real estate leasing contract existing between the company and a major banking institution), as well…

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11 Oct 18: Fondazione E.N.P.A.M. wins with Pavia e Ansaldo before the Court of Rome against New Esquilino S.p.A.

FONDAZIONE E.N.P.A.M. WINS WITH PAVIA E ANSALDO BEFORE THE COURT OF ROME AGAINST NEW ESQUILINO S.P.A. Milan, 11 October 2018 – With sentence of 9 October 2018 the Court (Tribunale) of Rome ruled that the requests of the Pension Fund of the Medical Doctors and Dentists (Ente Previdenziale dei Medici e degli Odontoiatri – E.N.P.A.M.) against New Esquilino S.p.A., the construction company/seller of E.N.P.A.M.’s current office in Rome in Piazza Vittorio Emanuele II, were justified. The Court ordered New Esquilino to pay E.N.P.A.M. 33.4 million euro plus interest, inflation adjustment and legal costs. In particular, the Court rejected New Esquilino’s…