Corporate & Commercial – November 2017
This issue of the Corporate & Commercial Department’s Newsletter deals with the main anti-money-laundering new law provisions introduced by Legislative Decree no. 90 of 25 May 2017 which, in implementation of Directive (EU) 2015/849 (the so-called fourth anti-money laundering Directive), has innovated the regulations laid down by Legislative Decree no. 231 of 21 November 2007, in relation to various important aspects, including customer due diligence obligations (where, inter alia, the obligation for the beneficial owner of notification in the business register is required), the manner in which data and information relating to relevant transactions have to be kept, the category of politically exposed persons and the new sanctions regime.
We also analyze the issue relating to the liability of directors without specific operational powers, which cannot derive from a general lack of supervision, which is suitable to lead to strict liability, but has to be linked to the violation of the duty to act informed.
Furthermore we deal with the issue, discussed in doctrine and jurisprudence, relating the duration of the seller’s indemnity obligations in sale and purchase agreements relating to shareholdings.
Finally, you will find an article about the legislative innovations that recently interested article 2635 of the Italian Civil Code in relation to the crime of bribery among private individuals, which today has a wider scope than in the past.