Insights

Put option: Supreme Court explains the relationship with the so-called “patto leonino”

The Supreme Court states the validity of a put option clause which is negotiated in a private equity deal with which a shareholder (usually the entrepreneur) undertakes to purchase, in a given time period, the shares of the other

Learn More

Defamatory publication: the proof of the damage to a person’s reputation is mandatory

The reputation’s damage suffered by a person as a result of a defamatory article does not exist "in re ipsa", and must therefore be proved by the person seeking compensation. Since the damage is often intangible, the use of prognostic assessments

Learn More

Shareholders loan repayment: general journal entries as evidence

Italian Supreme Court Decision n. 4261 on the 19th of February 2020 (see the attached file – Italian)

According to a recent decision by the Italian Supreme Court, general journal records are documentary evidence admissible in court, but such records alone are not enough to prove the debit of the company to be real. There should also be further

Learn More

Liquidation Trust: disputes relating applicable taxes

The Supreme Court of Cassation through Sentence no. 5766 of 3 March 2020 affirmed that donation tax can also be applied to liquidation trust only in certain cases. -If the

Learn More

New invoice codes for use the plafond

With the provision No.99922/2020, the Revenue Agency has introduced new encodings for the correct transmission of e-invoices by Sdi. These changes affect, among others, who wish to obtain the status of regular exporters in order to accrue the

Learn More

The withdrawal from partnership of limited company with an excessively long duration

The Italian Supreme Court with the ruling number 4716 of the last 21st of February has stated on the exercise of the right of withdrawal in the corporate area, in particular with regard to a joint-stock company whose duration had been fixed

Learn More

Merger leveraged buyout

Merger leveraged buyouts (MLBO) are regulated by art. 2501-bis of the Civil Code: these are mergers of companies following transactions of leveraged buyouts (LBO). LBOs are acquisitions of another company (target) using a significant amount of

Learn More

Limits of the liquidator’s liability to unsatisfied corporate creditors

When should the liquidator of a limited liability company be liable to unsatisfied creditors of the company after the striking off the company from the Commercial Register? At the beginning of 2020, the Judges of the Court of Cassation gave a

Learn More

The S.r.l. shareholder cannot be excluded if in arrears in the subscription of the company capital increase

The Italian Supreme Court with the ruling number 1185 of the last 23rd of January has stated that, under art. 2466 of the civil code, the S.r.l. shareholder holding the quota starting from the company incorporation cannot be excluded from

Learn More

Waiver of credits taxed by the partners

The Court of Cassation, with sentence no. 2057 filed on 30 January 2020, ruling on the case of a foundation that had waived in 2009 the receivable relating to interest accrued on loans granted to an investee company, returned to the issue of the tax

Learn More

No simplification on the guarantee for the VAT refund of an Italian PE

An Italian PE submitting a VAT refund cannot benefit from the simplifications on the guarantee. This is the answer given by the Revenue Agency to ruling no. 42, which clarified the requirements for the submission of the VAT refund request by an

Learn More

Self-money laundering if money transfer for invoices for non-existent transaction

The Supreme Tax Court with the decision n. 6397/2020 ruled that the entrepreneur who transfers money to pay the invoices for a non-existent transaction and then receives the same money, previously paid by wire transfer, commits the crime of

Learn More

The employer according to legislative decree 81/2008 (“Testo Unico Sicurezza”)

The identification of the employer is not always a matter of easy solution, since, especially within companies with complex structures, it is possible to identify multiple subjects assigned to satisfy the position of guarantee assumed by the person

Learn More

Black list EU: additional countries

The Economic and Financial Affairs Council on 18th February, 2020 adopted revised conclusions on the EU list of non-cooperative jurisdictions for tax purposes. The EU decided to include the following jurisdictions in its list of non-cooperative tax

Learn More

Art. 2476, par. 2, of Italian Civil Code and holding companies. Between legitimate enforcement of the right and abuse of it.

It is well known that article 2476, paragraph 2, of the Italian Civil Code, provides the right of the quota holder of a limited liability company to ask information about the business of the company and to make inspections in order to verify the

Learn More

Inbound employees tax regime: extension with a child born after residency relocation

Article 16 of Legislative Decree 147/2015 introduced into the Italian legal system a particular tax regime for "inbound" employees designed to act as a further incentive to transfer their residence in Italy. This particular tax regime provides that,

Learn More

INTRASTAT: relevance of registration to VIES and new evidence about release of assets/goods from the Country

The Directive 2018/1910/CE has obligated taxable persons to register in the VAT Information Exchange System (VIES) if they want to carry out intra-community transactions

The elements characterizing intra-Community trade are summarized below: the transaction must relate to tangible movable property shipped or transported by the seller or purchaser or by third parties on their behalf from one Member State

Learn More

Payment of the annual fee for the corporate books

By March 16 2020 the limited companies are obligated to pay the annual fee for the stamped authentication of the corporate books due for the year 2020.

Obligated subjects The payment of the fee must be made by the limited company (spa, srl and sapa) including consortium companies. The obligated parties also include companies in ordinary

Learn More

Tax effects of rent “a scaletta” (variable)

The tax treatment of “variable” rent payments is often the subject of debate in the Regional Tax Commissions.

A case that occurs with a certain frequency is for example an agreement to reduce the rent in favor of the tenant who, in agreement with the property owner, performs renovations on the property. According to art. 26 of the T.U.I.R. "rental income

Learn More

The protection of privacy in the Data Protection Authority’s measures in 2019.

With the RGPD on the protection of personal data, the subject of privacy has encountered a strong and new awareness that arises from precise requirements of legal certainty, harmonization and greater simplicity of the rules regarding the transfer of

Learn More