News - Studio Legale Mazza

12 October 2024

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Corporate Law, Enhanced Voting Shares, Stable Shareholders

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European law is moving towards plural voting The "stable shareholders": multiple voting and increased voting The issue of enhanced voting shares is constantly evolving in Europe between competing jurisdictions. The dual structure introduced in Italy in 2014 for listed and unlisted spas is confirmed with the "Capital Law" of 2024, which increases the number of votes achievable with a single share or with its prolonged ownership. But many problems that have already arisen remain unchanged and others are added: here are some hypotheses for regulatory improvement that take into account the most recent studies and the proposals present in the Listing Act Package. Passim The innovations...

12 October 2024

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Italian industry, Export, Potential for our economy, Agreement between the EU and Mercosur

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“We must seize this moment. The potential for our economy is substantial, the Latin American area is culturally close to us, the common roots are important. We can perceive the affinities and the desire to do business with Italian companies. We must move now, as Italy and as Europe. And it is essential to implement the agreement between the EU and Mercosur: it would open up preferential access for our companies to an area of 270 million consumers. Otherwise we leave the field open to others, starting with China which is already expanding its presence." Thus the Vice President of...

12 September 2024

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Administrative, Public contracts, works contracts, temporary grouping of companies, Cons. Stato Sez V, 2 August 2024, Judgment no. 6944

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On the legitimacy of the exclusion of a temporary grouping of companies if there is an exclusionary cause that concerns one of its members, unknown to the other members, which occurred before the deadline for submitting offers Public contracts and public administration obligations – Works contract – Tender – Temporary grouping of companies – Participation requirements – Exclusion – Good faith – Expulsion and replacement of the principal If, before the submission of the offer, an excluding cause occurs in relation to one of its components, the temporary grouping of companies is required to communicate to the contracting authority, when submitting the...

12 September 2024

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Italian audiovisual industry, Production in 2023

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The Ministry of Culture presented, as part of the initiatives at the Italian Pavilion on the occasion of the 81st Venice International Film Festival, the report THE NUMBERS OF ITALIAN CINEMA AND AUDIOVISUAL – Year 2023. Below are the links to the documents presented and a summary of the main results published by the Cinema and Audiovisual Directorate General of the Ministry of Culture. Report “Cinema and audiovisual numbers – Year 2023” Italy's cinema and audiovisual industry in numbers – 2023 (Executive summary EN) Presentation “Italian cinema and audiovisual numbers – Year 2023″ – IT Slide “Italy's cinema and audiovisual industry in numbers – 2023” EN The main results Cinema Production The...

02 July 2024

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Financial, Organic reform of the TUF, International dimension of the Italian market

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Consolidated Finance Act, Legislative Decree 24 February 1998, n. 58 Consolidated text of the provisions on financial intermediation, pursuant to articles 8 and 21 of law 6 February 1996, n. 52. Elimination of goldplating, enhancement of statutory autonomy, alignment with international best practices to make our stock market more attractive Approximately 25 years after the adoption of the Consolidated Finance Act (hereinafter TUF), the delegation for the organic reform of the provisions relating to markets, contained in the Capital Law, constitutes an important opportunity for modernizing the regulatory framework to project the Italian market - affected by chronic weaknesses - into an international...

28 June 2024

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Banking, Contracts, Mortgage, Euribor rate clauses, Partial nullity, Supreme Court of Cassation, Third Section, judgment no. 12007 of 05/03/2024

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Nullity pursuant to art. 2 l. 287 of 1990 and/or art. 101 TFEU Mortgage contracts - Clauses relating to the Euribor rate - Necessity of knowledge of illicit agreements restricting competition and the desire to conform the contract to said practices - Absence of these requirements - Nullity pursuant to art. 2 l. 287 of 1990 and/or art. 101 TFEU - Exclusion - Determination of the Euribor as the object of agreements restricting competition with the aim of manipulating said index - Partial nullity - Consequences. The Third Civil Section, deciding on the appeal aimed at ascertaining the nullity of the clause...

24 June 2024

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Companies, Carriers, Port fees, Equalization with airport fees, Supreme Court of Cassation, Tax Section, ruling no. 12489, dated 05/08/2024

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Port dues - Comparison with airport dues - Premium due to the carrier as payment for the service - Inclusion in the VAT tax base - Basis. The Tax Section, ruling on a question having nomophylactic relevance, enunciated the following principle of law: «Port dues, as contributions mandatorily priced by the port authorities, are legally comparable to airport dues, thus giving rise to a premium payable to shipping companies for their collection from passengers, by way of compensation, to be included in the taxable base of the VAT purposes". Source Supreme Court of Cassation ...

24 June 2024

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Banking, Contracts, Mortgage, “French” repayment plan, Supreme Court of Cassation, United Sections, judgment n. 15130 of 05/29/2024

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Bank loan - "French" repayment plan - Failure to indicate the "compound" capitalization regime of interest - Indeterminacy or indeterminability of the contractual object and violation of the regulations on banking transparency - Nullity - Exclusion. The civil United Sections - ruling on a question subject to a preliminary ruling pursuant to art. 363-bis c.p.c. – stated the following principle: «In terms of a bank loan, at a fixed rate, with installment repayment of the loan regulated by a "French-style" repayment plan of a traditional standardized type, the failure to indicate the repayment method and the payment regime is not a cause...

13 May 2024

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Financial, Non-banking financial intermediation, Asset management, Nature of risks, Measures, Consob

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Asset management The financial market authorities of Italy, Spain, France and Austria list their key priorities for a macroprudential approach to asset management The National Commission for Companies and the Stock Exchange (CONSOB - Italy), the Comisión Nacional del Mercado de Valores (CNMV - Spain), the Autorité des marchés financiers (AMF - France) and the Finanzmarktaufsicht (FMA - Austria) within of the debate on the macroprudential approach to asset management and in view of the next European Commission consultation on this topic. In recent years, the risks arising from Non-Bank Financial Intermediation (NBFI) have come under the attention of global regulators, especially as...

13 May 2024

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Corporate, Management Body, Board of Directors, Termination, Court of Milan 12 March 2024

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Art. 2385 of the civil code Statutory clause simul stabunt simul cadent Internal balance of composition of the board The statutory provision of the termination of the entire board of directors as a result of the resignation of one of its members attributes to the exercise by the individual member of the administrative body the right to freely withdraw from the mandate without any need for reasons deducible from the art. 2385, co. 1, c.c. the further effect of determining the immediate forfeiture of the management body with the function, not only of preserving the internal balance of composition of the board originally...