Categoria: Corporate
-
DOES CANCELLATION FROM THE REGISTER FOLLOWING JUDICIAL LIQUIDATION OF COMPANIES EXTINGUISH THE OFFENCE PUNISHABLE UNDER LEGISLATIVE DECREE 231/2001? THE COURT OF APPEAL DISAPPLIES THE MOST RECENT JURISPRUDENTIAL ORIENTATION OF THE COURT OF LEGITIMACY
With sentence no. 1419/2023, the Court of Appeal of Milan, ruling on the liability of entities for criminal offences pursuant to Legislative Decree 231/01, declared that there was no need to proceed against a company that was cancelled from the Company Register following liquidation. In particular, the Court of Appeal of Milan, taking up a…
-
ARE YOU THE “BENEFICIAL OWNER” OF YOUR COMPANY? FIND OUT HOW AND WHEN TO NOTIFY THE REGISTER OF BENEFICIAL OWNERS
By the deadline of 11 December 2023, all corporations, private legal entities, trusts and trust-like legal entities will have to communicate to the territorially competent Chamber of Commerce the data and information relating to their “beneficial owners”. The notion of “beneficial owner” has become part of our legal system driven by anti-money laundering laws and…
-
MODELS 231: THE JUSTICE DECREE INTERVENES ON ARTICLES 24 AND 25-OCTIES.1 OF LEGISLATIVE DECREE 231 BY EXTENDING THE CATALOGUE OF ‘PREDICATE OFFENCES’ FOR THE LIABILITY OF ENTITIES
On 9 October 2023, Law no. 137 was published in the Official Gazette, converting with amendments Decree-Law no. 105 of 10 August 2023, which, among other things, implemented a new extension of the catalogue of ‘predicate offences’ for the liability of entities for offences, regulated by Legislative Decree no. 231/2001. In particular, the legislator, by…
-
CONTRIBUTIONS FOR FUTURE CAPITAL INCREASES: BETWEEN THE PRINCIPLE OF DETERMINACY AND THE RISK OF BANKRUPTCY
The item of the shareholders’ contributions for future capital increases (versamenti in conto futuri aumenti capitale) has once again been placed under the lens of the Italian Supreme Court. In the recent past, the same Court had already dealt with the matter of the different types of contributions available to shareholders, and defined, in particular,…
-
THE COURT OF CASSATION RETURNS ON SALE AND LEASE BACK: CONCRETE PROOF OF PARTICIPATIO FRAUDIS REQUIRED
In a recent decision, the Supreme Court has further clarified the conditions for the validity of the sale and lease back contract. This is, as is well known, the contractual transaction whereby a company sells a capital good to a leasing company, which in turn, after paying the agreed sale price, leases the same asset…
-
LIABILITY OF ENTITIES PURSUANT TO ARTICLE 231/01: NEW CASE LAW ABOUT THE ORGANISATIONAL FAULT OF THE ENTITY AND CULPA IN VIGILANDO
The Criminal Court of Milan, in the judgement no. 3314/2023, held Johnson & Johnson Medical S.p.a. liable for the inadequacy and ineffective implementation of the organisational model, convicting the company under articles 5(1)(b), 7 and 25(2) of Legislative Decree 231/2001. The case in question provided an opportunity for the Judges to clarify the criteria to…
-
THE WINDSOR FRAMEWORK AND THE NEW HYBRID CUSTOMS REGIME BETWEEN THE TWO IRELANDS
The ‘Northern Ireland Protocol’ signed by the United Kingdom and the European Union on 1 January 2021 has been much criticised over the years by the people of Northern Ireland for being excessively burdensome. On 27 February 2023, an agreement was reached to amend the Protocol. Once entered into force, such agreement will lead to…