NCTM for legislative action on transfer of shares and businesses
The vitality of an economic system is also measured by its dynamism in mergers and acquisitions (M&A), which means by the number and value of transactions involving transfers of shareholdings and businesses. The transfer of shares, equity interests and businesses is therefore one of the fundamental elements on which the competitiveness of a country is based. It is clear, however, that in the absence of adequate protections for the purchaser, such element may become an obstacle to, rather than a stimulator of, economic growth.
However, the Italian legislative landscape evidences a grey area specifically with respect to purchaser protections. Indeed, a present purchaser of a shareholding or business unit in Italy risks, after one year of completing the purchase, no longer being able to seek indemnification from the seller for any inconsistencies between the seller’s warranties and the actual financial standing of the target, even where the purchase agreement includes a specific warranty for a longer period.
This at least seems to be still the prevailing case law, which, rejecting the conclusions reached for some time now by both legal commentators and arbitral tribunals, continues to equate misrepresentations with imperfections in property sold or failure to satisfy promised quality standards and, consequently, to apply the one-year statute of limitations relating to warranties under Article 1495 of the Italian Civil Code…
If you are registered and logged in to the site, click on the link below to read the rest of the NCTM briefing. If not, please register or sign in with your details below.
News from NCTM
News from The Lawyer
Briefings from NCTM
The Court of Turin has pronounced its appeal decision within the interim proceedings brought by Delta TV Programs against Google and Youtube for the infringement of its IP rights.
Coty Germany filed a claim before the first-instance German court against First Note for infringement of its Community tri-dimensional trademark.
Analysis from The Lawyer
Being sent to London on secondment is a prized opportunity for associates in European firms