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.