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.
Sign in or Register to continue reading this article
It's quick, easy and free!
It takes just 5 minutes to register. Answer a few simple questions and once completed you’ll have instant access.Register now
Why register to The Lawyer
In-depth, expert analysis into the stories behind the headlines from our leading team of journalists.
Identify the major players and business opportunities within a particular region through our series of free, special reports.
Receive your pick of The Lawyer's daily and weekly email newsletters, tailored by practice area, region and job function.
More relevant to you
To continue providing the best analysis, insight and news across the legal market we are collecting some information about who you are, what you do and where you work to improve The Lawyer and make it more relevant to you.
News from NCTM
News from The Lawyer
Briefings from NCTM
Can a debtor subject to a concordato preventivo pre-filing regime be authorised to sell some of its assets?
The ECJ has held a secondary insolvency proceeding in the member state where the debtor has its registered office may be opened at the request of creditors entitled under the law of that state.
Analysis from The Lawyer
Being sent to London on secondment is a prized opportunity for associates in European firms