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    25.02.2020

    Corporate & Commercial - February 2020


    With this issue of the Newsletter of the Corporate and Commercial Practice Team, we will, firstly, examine the issue of the different legislative activities that directly d. lgs. n. 231/2001 (Rules on Administrative Liability of Legal Person, Companies, and Associations without Legal Personality) during the year 2019. The aim is to summarize the most relevant updates to the Decree and assess their potential impact.

     

    Secondly, we examine artificial intelligence and law: the issue of the development of new technologies, that enabled “smart machines” to replace human beings in activities such the so-called “digital contracts”, in which, in the past, human participation and involvement were indispensable, such as contractual negotiations. We inquire whether, within which boundaries, intelligent machines can be involved in contractual negotiations and whether they can be considered as a legal subject.

     

    We then analyze the issue of the rules governing the defect of the goods. The Italian Supreme Court (“Corte di Cassazione”) clarified with a decision issued on May 3, 2019, if, within the scope of the warranty for defects, the purchaser terminating the agreement and exercising the appraisal action is under the obligation to prove the existence of the defects.

     

    We close this issue by analyzing the issue of the “supercompany de facto” and its subjection to bankruptcy. A decision of the Court of Bergamo stated that the participation of a company in a partnership without complying with Article 2361, paragraph 2, of the Italian Civil Code and without the adoption of the authorization by the partners under Article 2479, paragraph 2, of the Civil Code is allowed. The Court believed that between the subjects involved there was a “supercompany de facto”, being its existence ascertained following the bankruptcy of the company that was involved in the partnership along with a natural person entrepreneur.