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ESG Integration: Target Companies and Private Equity Investors

​In the evolving landscape of finance, the unison of Private Equity and ESG principles is a match made in sustainability heaven. Although these two worlds might appear unrelated at first, their convergence is not only possible but increasingly enticing. In this article, we delve into the motivations behind this union, examining why companies are gravitating toward ESG and why European investors are actively seeking sustainability-related investments.

Italy – Supreme Court Ruling on the Repayment Term of Overdraft Facilities

​Following the termination of an overdraft facility, a bank obtains a payment injunction in court and claws back the family trust created by the debtors, who resist by claiming that the payment injunction had been applied for prior to the elapse of the 15-days grace period awarded by article 1845 of the Italian Civil Code to the debtors for repayment of the outstanding overdraft facilities. 

EU – Commission Authorized the Use of Processed Animal Proteins Derived from Insects in Poultry and Pig Feed

​The Commission Regulation (EU) 2021/1372 of August 17th, 2021 ("Regulation") authorizes, among others, the use of processed animal proteins derived from insects (insect PAPs) in poultry and pig feed, amending Annex IV to Regulation (EC) No 999/2001 of the European Parliament and of the Council on the prohibition to feed non-ruminant farmed animals (other than fur animals) with protein derived from animals, in order to prevent, control, and eradicate certain transmissible spongiform encephalopathies ("TSE").

Italy - Interest in Bringing Legal Proceedings While Challenging a Shareholders’ Resolution to Approve the Company’s Financial Statements

By decision No. 21238, dated July 23rd, 2021, the Italian Supreme Court confirmed an essential interpretation of the fundamental requirement to bear a genuine interest in bringing legal proceedings under Sec. 100 of the Italian Code of Civil Procedure as it applies to legal actions brought by a shareholder to challenge the company’s financial statements.

EU – Upgrade of the Dual-Use Statutory Framework

​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.

Italy – Consob and Bank of Italy on Crypto-Assets Related Risks

​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.

Italy – Family Business Succession Agreements – Joint Control Exercised by the Assignees of Minority Shareholdings by Virtue of a Shareholders’ Agreement does not Qualify as Legal Control for the Purposes of the Gift Tax Exemption

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.

Do capital losses relating to fiscal years prior to 2020 qualify to postpone mandatory capital reduction or dissolution of the company? The Ministry of Economic Development clarifies the impact of Sec. 6 of Law Decree No. 23/2020

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.

Italy – Product liability: important decision of the Milan Courts on defective medical devices

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.

Green-light for the "revolving pledge" on agricultural and food products

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").

Anti-Dilution Clauses – Recent Opinion of the Notarial District Council of Milan

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.

Reform of anti-money laundering regulation

​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.

Changes in the PASE (Portal de Pagos y Servicios Electrónicos - Electronic Payment and Services Portal) of IMPI (Instituto Mexicano de la Propiedad Industrial – the Mexican Institute of Intellectual Property)

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.