Italy Update: Corporate & Mergers and Acquisitions

Jurisdiction of the specialized business court

Civil Cassation, section VI, 10 March 2021, n. 6523. Pres. Scaldaferri. East. Terrusi

The Court of Cassation, with the decision in question, declared the competence of the specialized section for companies with reference to disputes concerning the nullity of the surety that reproduces the contractual scheme prepared by ABI, containing clauses that violate art. 2 paragraph 2 lett. a) Law no. 287/1990, since the action aimed at declaring the invalidity of the downstream contract necessarily implies the verification of the nullity of the agreement restricting competition.

The intervention of the majority public shareholder aimed at protecting the public interest does not exempt the State Administration from civil liability

Civil Cassation, Section III, 1 June 2021, n. 15276. Pres. Vivaldi. East. Olivieri

The Court of Cassation recently ruled that the intervention of the majority public shareholder, aimed at protecting the public interest, does not exempt the State Administration from civil liability which, through its representatives, exercises the powers of direction coordination through the vote in the shareholders’ meetings of the subsidiaries, in the event that the exercise of the vote has resulted in the damage to the integrity of the assets of the other company. To this end, it must be verified, on the one hand, if and in what way the pursuit of the general public interest has determined a departure from the management choices that appeared to be correct according to the economic-company criteria; on the other.

By Quorum, Italy, a Transatlantic Law International Affiliated Firm. 

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