Corporate & Commercial – May 2019
With this edition of the Corporate&Commercial Department Newsletter, we are first of all investigating a topic of importance for all foreign companies that do not have their registered office, either main or secondary, in Italy. We will analyse in fact the decision of the Criminal Court of Lucca dated 31 January 2017, which ruled on the possibility of subjecting to corporate criminal liability under Legislative Decree 231/2001 – for the violation of the regulations on prevention – companies established abroad, whose staff carries out activities in Italy.
We will then examine an interesting decision dated 25 May 2017, with which the Court of Milan addressed the issue of the transfer of shareholdings subject to a potestative condition, and the conduct obligations of the parties pending that condition.
Furthermore, we will address the issue of abuse of the majority, with an interesting ruling of the Court of Milan dated 7 June 2018, which took a position on a case relating to a resolution eluding a previous decision, dwelling on the profiles of the resolutions adopted by the shareholders’ meeting for the sole purpose of damaging minority shareholders, as well as on the immediate enforceability of the decisions of first instance concerning the annulment of the resolution of the shareholders’ meeting.
To conclude, we will analyse a decision dated 23 October 2018 by the Court of Appeal of Rome with which the judges defined the boundaries between the agency agreement, as governed by articles 1742 et seq. of the Italian Civil Code, and the finder’s agreement, highlighting similarities and differences.