15.05.2019

Resolutions avoiding unfavourable judgments as possible abuse of majority rule

This note is inspired by a recent ‘abuse of majority’ case and focuses on meeting resolutions passed with the sole intent of harming minority shareholders as well as on immediate enforceability of…

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15.05.2019

Transfer of company shares subject to condition: conduct requirements for the parties with a mixed potestative condition pending

By a judgment of 25 May 2017, the Court of Milan ruled on the non-fulfilment of a mixed potestative condition applying to the company Beta, stating that the failure by the purchaser company Alfa to take…

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15.05.2019

Administrative liability of legal entities and the applicability erga omnes of occupational health and safety legislation: the case of foreign companies

The issue addressed in this article is of particular interest to all companies operating, even if without being established, in Italy. Suffice it to think of the numerous holding companies established in…

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22.02.2019

“For the Italian Supreme Court seizing light hemp inflorescences is unlawful”

Criminal Supreme Court, dep. VI, Judgement no. 4920, January 31, 2019 It is now known that light hemp’s business is significantly increasing and that it is attracting a huge number of investors, even…

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11.01.2019

Light cannabis in Italy: products are booming in Italy, but recreational consumption is still illegal

Italy’s hemp mania exploded after a December 2016 Law, no. 242, regulating hemp cultivation and production went into effect, helping revive a crop that was once widely cultivated in the country, one has…

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30.03.2018

The abuse of power exercised by the minority

The case examined by the Court of Milan Two quota-holders belonging to the quota-holders’ minority of a limited liability company (“Alfa S.r.l.”), owners of a participation equal to the 45% of the…

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30.03.2018

Business procurement as atypical form of brokerage: the obligation to register in the register of enterprises as essential requirement for the right to commission

The case: Cassation, en banc, 2 August 2017, No. 19161 In order to obtain the payment of the commission allegedly due to it by reason of the brokerage activity carried out, the owner of a consulting…

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30.03.2018

Change of the quorum to pass resolutions and right of withdrawal

The case at issue The case ruled upon by the Supreme Court involved a corporation whose corporate capital was originally held by two shareholders, holding respectively 60% and 40% of the company’s…

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30.03.2018

Car dealership contract and abuse of economic dependence

1.     The case The case ruled upon by the judgment under examination arises from the performance of a car dealership contract involving the manufacturer’s right to set particularly onerous business…

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