News – Law Firm Mazza

14 November 2026

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Corporate Law, Equity Interests, Transfer, Leonine Agreement, Court of Trieste, October 16, 2025

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Leonine agreement and the Validity of a Put Option on Equity Interests An irrevocable promise to purchase equity interests—or a put option allowing a shareholder to divest their stake under predetermined conditions—does not violate the prohibition against a *patto leonino* (leonine agreement) as set forth in Article 2265 of the Italian Civil Code, provided that such an arrangement is part of a broader equity-based financing transaction aimed at pursuing interests worthy of legal protection under Article 1322 of the Italian Civil Code. Indeed, the transaction involving the transfer of an equity interest is distinct from the underlying company agreement (articles of association/shareholders'...

14 November 2026

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Corporate Law, Conclusive evidence of shareholders’ debts, financial statements and balance sheets approved by the shareholders’ meeting, Court of Venice, March 6, 2026, no. 2987/2026

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Conclusive evidence of shareholders’ debts as shown in financial statements and balance sheets approved by the shareholders’ meeting In joint-stock companies (and similar corporate entities), financial statements approved by the shareholders’ meeting—as well as balance sheets prepared for the purpose of capital-related transactions (which are treated similarly to financial statements, as they must attest to the veracity of the stated capital)—constitute conclusive evidence against shareholders regarding their debts to the company, provided that such debts are specifically indicated therein. This serves as an exception to the general evidentiary rule set forth in Article 2709 of the Italian Civil Code. The evidentiary weight...

12 October 2026

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Banking contracts, standard guarantees agreed between bank and client, nullity and forfeiture of rights, Supreme Court of Cassation (Joint Civil Chambers), Judgment No. 24825 of August 28, 2026.

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Standard guarantees agreed between bank and client – Clauses regarding revival, supervening obligations, and derogation from Art. 1957 of the Civil Code, reproducing the ABI (Italian Banking Association) model – Clauses issued outside the 2002–2005 period – Determination of nullity arising from agreements restricting competition – Judge’s duty of assessment – Existence thereof – Relevance of the administrative finding contained in Bank of Italy Order No. 55 of 2005 – Conditions. Guarantee – Clause exempting the parties from the time limits set forth in Art. 1957 of the Civil Code – Nullity due to being the subject of agreements or concerted...

12 October 2026

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Corporate Law, Legislative Decree No. 47 of March 27, 2026 – Reform of administration and control systems for joint-stock companies

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Legislative Decree No. 47 of March 27, 2026 Implementation of the enabling mandate set forth in Article 19 of Law No. 21 of March 5, 2024, for the comprehensive reform of provisions regarding capital markets (as contained in the Consolidated Law on Finance—TUF—under Legislative Decree No. 58 of February 24, 1998) and provisions regarding capital-based companies (as contained in the Civil Code), as well as for the amendment of other existing provisions to ensure better coordination. Circular No. 23/2026 – The new regulatory framework for administration and control systems following the reform of the TUF and the Civil Code This circular outlines and...

16 September 2026

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Enterprises, SMEs, Fashion Supply Chain, Incentives for Development Programs

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The decree issued by the Ministry of Enterprises and Made in Italy—implementing Article 3 of Law No. 34 of March 11, 2026—governs the conditions and procedures for supporting development programs for SMEs operating in the fashion supply chain. These programs aim to enhance the integration of production processes located in Italy across the entire supply chain and promote the predominant use of semi-finished products of Italian or European origin; the decree also covers programs proposed by business groupings. September 10, 2026 Source: Ministry of Enterprises and Made in Italy DM_6_agosto_2026-nf...

16 September 2026

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Enterprises, Mercosur Mission, new prospects for Italian Companies

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Over the course of a five-day initiative organized by Confindustria and the Italian Trade Agency (ICE) across Argentina and Brazil, more than 2,600 B2B meetings took place, and an agenda is already in place for the coming months. Confindustria leads a delegation of over 90 companies to Argentina and Brazil. Mercosur: A Market of Over 700 Million Consumers The combined European Union and Mercosur region represents an integrated market of more than 700 million consumers. In 2025, Italian exports to the South American bloc reached €7.5 billion, against €6.9 billion in imports. Brazil and Argentina account for the vast majority of trade: in 2025, Italian...

14 July 2026

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Intellectual Property, Copyright, Copyright Databases in Europe, Copyright View Project

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In Europe, there are various national registers, archives, and sector-specific platforms for music, film, and formats; however, they do not communicate with one another. Anyone seeking information about a work—for instance, to determine whom to contact for usage authorization and under what conditions—often encounters incomplete or hard-to-verify answers. This is a tangible problem stemming from the very nature of copyright law: unlike patents, trademarks, and designs, copyright does not require filing or registration to exist; rather, it arises upon the work's creation and is governed by the national laws of individual Member States. The issue has become even more pressing with the...

14 July 2026

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Corporate Law, Administrative Liability of Entities, Legislative Decree no. 231 of June 8, 2001, Reform Proposal, Observations and Proposals

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This paper examines the reform proposal regarding the administrative liability of entities under Legislative Decree no. 231 of June 8, 2001—drafted by a commission of experts appointed by the Ministry of Justice—by analyzing its key innovations and the resulting practical application issues. This reform has been long awaited, as it addresses a subject matter that has undergone significant evolution over the years, both in corporate practice and in judicial interpretation. It impacts central aspects of corporate organization and liability, as well as issues of systemic importance for the legal system as a whole. For these reasons, it represents a significant step forward...

08 June 2026

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Administrative, Public Contracts, Direct Award, Damages for Loss of Opportunity, Council of State, Fifth Section, Ruling No. 4099 of May 21, 2026

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On damages for loss of opportunity in the event of an unlawful recourse to direct award during compliance proceedings Public contracts and public administration obligations – Direct award – Unlawfulness – Action for damages – Compliance During compliance proceedings, damages for failure to award a contract resulting from an unlawful direct award must be calculated in accordance with the criteria established during the preliminary hearing, in the judgment of conviction, and in accordance with the criteria pursuant to art. 34, paragraph 4 of the Code of Civil Procedure, and therefore taking into account on the one hand the entire consideration paid by...

08 June 2026

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Obligations, Joint and Several Obligations, Relationships between Legal Subrogation and Recourse, Structural and Functional Differences, Supreme Court of Cassation, Third Section, Judgment No. 16835 of May 29, 2026

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Summary of the Outcome The Third Civil Section, regarding the question of whether, in the context of a subjectively complex obligation ex latere debitoris, characterized by the requirement of joint and several liability, in the event of performance by one of the joint debtors, the limitation period for the action brought by him to recover, from the others, amounts exceeding his share runs from the moment he makes the payment or from the moment (possibly later) in which the judgment against him becomes final, pursuant to the extension to the other debtors of the permanent interruptive effect achieved by the claim...