Effective as of March 30th, 2022, with Decree no. 19/2022 ("Decree"), the Italian Ministry of Economic Affairs has amended the requirements to subscribe/acquire shares or units in Italian reserved alternative investment funds (so-called "FIA Italiani Riservati" – "Reserved AIFs"), by enlarging the array of eligible retail investors.
The Financial Conduct Authority (“FCA”) has recently received an influx of applications for the authorization of climate-related funds.
Episode 3 of 3: Green Loans and Sustainability-Linked Loans
By decision no. 41994 of December 30th, 2021, the Italian Court of Cassation, Joint Chambers, gave an historical ruling on omnibus (open-end) guarantees granted on the basis of the model used by Italian banks between 2002 and 2005, the so-called “Modello ABI” (the “Model”).
Episode 2 of 3: Sustainability-Linked Bonds
By joining Net Zero Lawyers Alliance ("NZLA"), van Berings further reinforces its longstanding committment to the Race to Zero philosophy as part of its broader sustainability-driven strategy.
The migratory locust ("locusta migratoria") has been green-lighted for official entry into the EU food market as of November 2021, making it the second insect to be included in the European Commission's list of authorized novel foods, after dried yellow mealworms, which were approved in July, 2021
Episode 1 of 3: Green Bonds, Social Bonds and Sustainability Bonds
The COP26 is still running in Glasgow under the spotlight of media and public
opinion, and the international debate on climate change is getting tougher as
days come by.
We had the pleasure to attend the Climate Law and Public Policy Conference preparatory to Climate Law & Governance Day 2021 during COP26, hosted by the University of Cambridge on October 29-30.
We are delighted to have been shortlisted for the 2021 TopLegal Awards for the
categories Corporate/M&A and Banking&Finance.
van Berings, with a team composed of partner Francesco Adami and associate Gianluca Volpato, acted as legal advisor of the Botter Family in the capital increase to complete the takeover of a majority stake in Mondodelvino by the joint venture between Clessidra and the Botter Family.
On May 10th, 2021, the Council of EU adopted a regulation for the upgrade of the EU system on export controls of dual-use items (“New Dual-Use Regulation”). Purpose of the New Dual-Use Regulation is to strengthen controls on a wider range of dual-use goods, assuring a more effective enforcement of such controls throughout EU. Once effective, the New Dual-Use Regulation will replace the Regulation (EC) n. 428/2009.
Ruling
on a case of alleged breach of Seller’s R&Ws related to the truthfulness,
accuracy and completeness of the Target’s financial statements, the Court of
Milan on March 19th, 2021, provided – among others – some clear
indications about the assessment of the expiration of forfeiture terms
applicable to certain knowledge-based indemnification claims.
Following the application of the French insect producer "SAS EAP Group – MICRONUTRIS" ("Applicant"), on May 3rd, 2021, the EU Standing Committee on Plants, Animals, Food and Feed issued a favorable opinion supporting the draft Commission Implementing Regulation aimed at allowing the commercialization throughout the EU of dried yellow mealworms (i.e. Tenebrio molitor).
Three recent rulings of the Court of Cassation
of the first part of 2021 shed light on the interaction between purpose loans (“mutui di scopo”) and the effectiveness
of the related security interests.
On April 28th, 2021, the Italian Regulator ("Consob") and the Bank of Italy issued a joint press release calling the attention of the community, and in particular of small savers, to the risks associated with crypto-assets. In recent times, also the three European supervisory authorities (i.e. Eba, Esma and Eiopa) have pointed out the highly risky and speculative nature of such instruments, warning consumers against risks inherent in crypto-assets transactions.
We are pleased to
announce that Ciro Petricciuolo, Resident Partner at our Monterrey office, has
been appointed as Director and Secretary General of Fondazione Italia-Messico,
an Italian foundation whose mission is to strengthen cultural, academic, and
business relationships between Italy and Mexico.
By judgment No. 6591 of March 10th, 2021,
the Court of Cassation ruled on an iconic case concerning a family business
succession agreement (“Patto di Famiglia”)
pursuant to Sec. 768-bis of the
Italian Civil Code (“ICC”), whereby
the controlling shareholder had transferred to his three sons equal
shareholdings of roughly 25% each, who then entered into a shareholders’
agreement mainly aimed at ensuring a unanimous governance of the company and a
lock-up obligation for the following five years.
As many experts predicted, the “DECRETO por el que se reforman y adicionan diversas disposiciones de la Ley de la Industria Eléctrica”,
the controversial fast-tracked electricity counter-reform pushed by Mexican government, has caused a wave of
amparo actions, upon entering into force.
From March 23, 2021 through March 29, 2021, MV Ever Given – one of the world’s largest container vessel owned by a Japanese firm and chartered by the Taiwanese shipping company Evergreen Marine – has been wedged in the Suez Canal, causing a knock-on effect that involved more than 400 ships.
On March 1st, 2021, the European Commission enacted the Implementing Regulation 2021/369 ("Regulation"), thus establishing the technical specifications and procedures required by the EU Directive 2015/849 for the set up of the Beneficial Ownership Registers Interconnection System ("BORIS").
As of January 1st, 2021, the new definition of default set out in the European Regulation on prudential requirements for credit institutions and financial intermediaries entered into force, introducing stricter criteria than those applied so far.
van Berings assisted the Botter family in the takeover
of Casa Vinicola Botter S.p.A. by a private equity fund managed by Clessidra
with an M&A team composed of Partner Francesco Adami and associates Gianluca
Volpato and Alessandro Cattaneo and a finance team led by Partner Luca
Lippolis.
On February 2nd, 2021, the Italian Legislator enacted the Legislative Decree No. 17/2021 ("Decree") aimed at implementing within the Italian statutory framework EU Regulation No. 1129/2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market ("Prospectus Regulation").
Nowadays, sustainability – intended in the broader sense of positive environmental and social impact of business efforts – is a sensitive topic for many entrepreneurs. Promoting certain "social structures" aimed at pursuing sustainability, without losing track of the business side, is the goal of recent actions of the Italian legislator.
The Italian Ministry of Economic Development ("MISE") (Circular No. 26890/2021) recently provided useful indications on the application of Sec. 6 of Law Decree No. 23/2020, as replaced by Sec. 1, Par. 266, of Law No. 178/2020, concerning the reduction of the corporate capital for losses suffered during the Sars-Cov-2 pandemic and the postponement of the deadline by which the loss must be reduced to less than one third of the corporate capital.
The government’s social distancing measures adopted to contain the spread of the SARS-Cov2/CoViD-19 pandemic have generated a fervent debate among legal experts as to whether it is possible to resort to general principles of law to mitigate the economic impact on tenants.
The protection of consumers damaged by defective products was introduced into the EU framework by Directive No. 374/1985/EEC (the "Directive") and implemented in Italy by Presidential Decree No. 224/1988, subsequently incorporated into Legislative Decree No. 206/2005 (the so called "Codice del Consumo", the "Code"). The Directive intervened to coordinate and harmonise national legislation and to avoid that the existing disparities among domestic regulations could adversely affect competition, thus jeopardising the free circulation of goods within the common market.
On August 29, 2020, Decree July 23, 2020 was published in the Official Journal of the Italian Republic, on the establishment of the revolving pledge on agricultural and food products with a protected denomination of origin and a protected geographical indication, by way of implementation of Sec. 78, Paragraphs 2-duodecies, 2-terdecies and 2-quaterdecies of Law April 24, 2020, n. 27 (so-called "Cura Italia").
As part of the measures aimed at containing the economic and financial consequences of the CoViD-19 pandemic, on April 8th, 2020 the Italian Government enacted the Law Decree No. 23 (the "Decree"), whose Sec. 5 postpones the effective date of the new insolvency code (i.e. Legislative Decree No. 14, dated January 12, 2019, the "Insolvency Code") from August 15th, 2020 to September 1st, 2021.
Following a series of requests for clarification submitted by market operators, on July 25th, 2019, the Italian Insurance Supervisory Authority (IVASS) issued a statement aimed at defining the relationship between Sec. 4, Par. 2 of the IVASS Regulation No. 29/2009 and Indemnities & Warranties Insurance Policies ("I&W Insurance Policies").
By Position Paper No. 186 dated Dec. 3, 2019, the Notarial District Council of Milan confirmed the validity of such anti-dilution clauses embodied in Articles of Association to provide for the gratuitous allocation of a certain number of newly issued shares to one or more identified shareholders for the case of future capital increases with a subscription price-per-share below a predetermined threshold.
On June 17, 2019, the Italian Parliament passed Law No. 55/2019 (“Law”), thus amending and supplementing – in addition to those amendments provided for by the previous Legislative Decree No. 14/2019 – the audit and control statutory framework applicable to Italian limited liability companies.
On April 17, 2019, the European Parliament and the Council enacted the Directive No. 2019/633 ("Directive") on unfair trading practices in business-to-business relationships in the agricultural and food supply chain.
On February 11, 2019, the Italian Parliament enacted the Law No. 12/2019 ("Law") introducing – for the first time ever in the Italian statutory framework – a legal definition of "blockchain technologies" ("tecnologie basate su registri distribuiti") and "smart contracts".
On March 26, 2019, the European Parliament approved the Directive on Copyright in the Digital Single Market – No. 2016/0280 (COD) – (“Directive”) amending and supplementing the previous Directives No. 96/9/CE and No. 2001/29/CE.
On August 16, 2017, teams from the United States of America, Canada and México launched negotiations seeking to modernize the North American Free Trade Agreement (NAFTA).
Mexico has recently implemented the Sistema Nacional Anticorrupción (the “National Anti-Corruption System”) by the introduction of certain legal solutions to prevent bribery and corruption both in public bodies and corporations, following the trend of other countries’ legal systems.
Italy has recently implemented the EU Directive no. 2015/849 (IV Anti-Money Laundering Directive) on the prevention of the use of the financial system for the purposes of money laundering or terrorism financing and has accordingly reformed the existing regulation (Legislative Decree no. 231/2007) by the Legislative Decree no. 90 dated May 25, 2017, approved by the Italian Government on May 24 and published on June 19, 2017, in the Gazzetta Ufficiale no. 14, whose relevant provisions came into force on 4 July.
On 29 May 2017, the European Commission published the results of the fitness check of EU consumer and marketing rules. Fitness Checks are comprehensive evaluations aimed at assessing whether the regulatory framework for a particular policy sector is “fit for purpose” and provide an evidence-based critical analysis of whether EU actions are proportionate to their objectives.
In April 2017, Italian Supreme Court, through three decisions, has rewritten certain rules and principles governing directors' liability.
In October 2016 the International Chamber of Commerce ("ICC") passed a revision of its 2012 arbitration rules, aimed at increasing the efficiency and transparency of ICC arbitrations.
The new rules, entered in force on March 1, 2017, will apply to any proceedings commencing after 1 March 2017.
The Sezioni Unite (plenary session) of the Supreme Court has recently affirmed, in the decision No. 1545/2017, dated January 20, 2017, that director's remuneration may be attached in full and not by 20% as established by Law with respect to salary of employment relationships.
According to the new rules, concerning the submission and processing of applications submitted through the PASE, and the electronic notifications, as of February 1, 2017, trademark applications and commercial notices filed online will be processed, through PASE.
Art. 2112 of Italian Civil Code, on the sale of a business unit as an ongoing concern applies only when the parties agreed to transfer and assign to the purchaser the employees of the branch together with those essential assets belonging to the business unit and required to not impair the ability of the same to continue its operation.
As of January 18 2017, a new procedure which will make cross border debt recovery easier is available in the EU territory.