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According to the decision of the Italian Court of Cassation of 16 September 2021, an insolvency debtor may become a managing director of a limited liability company (società a responsabilità limitata), as opposed to public limited companies (società per azioni), to which the prohibition still…

In the case of a company purchase, it is internationally customary for the seller - as far as legally possible - to exclude all warranties and only refer to the correctness of the financial statements and to the completeness of the documents resulting from the data room. However, liability for…

The pandemic has greatly promoted the holding of court hearings in the form of video conferencing. In Germany, the corresponding provision (§ 128a ZPO) was amended to the effect that videoconferencing can also be ordered unilaterally by the court without obtaining the mutual consent of the parties.…


If two Italian shareholders resident in Italy enter into a shareholders' agreement concerning their shareholdings in a Polish company, the Italian court nevertheless has jurisdiction over claims arising from a breach of the shareholders' agreement. company, Italian jurisdiction is nevertheless given…

The introduction of the Italian Corporate Criminal Code with Legislative Decree 231/01 celebrated its 20th anniversary on 8 June 2021 when this client letter went to press. It is also the oldest compliance law internationally. According to the prevailing opinion in Germany, legal entities, on the…

One of the main differences in company law between the two countries is the corporate criminal law that does not yet exist in Germany. A "law on the sanctioning of association-related offences" has been submitted to the Bundestag as a draft by the federal government and may still be passed in this…


The supervisory board of a limited liability company did not follow the recommendations of the shareholder and did not elect a delegate of the shareholder as chairman. Instead, an employee representative was elected as the company's first man. The shareholder considered this inadmissible and brought…


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Mandantenbrief 51

At the last minute, we are able to report that the major Italian civil procedure reform was passed by the Chamber of Deputies on 25 November 2021. In part, the German civil procedure was the inspiration (see below, News from Italy). In part, there are many innovative approaches that are intended to relieve the judiciary and could also be a model for Germany, such as mandatory out-of-court mediation in many areas of law. The primary goal is to significantly reduce the duration of litigation. In Italy, a civil case took 7.3 years (2656 days) in 2018; the ministry hopes for a reduction of about 40%; it would then still be 1593 days for a civil case.

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Newsletter 50

Difficult, difficult! When the First Client Letter appeared, the world seemed healthier and the judiciary more peaceful. Today, the world is heated and the judiciary is bursting at the seams: both in Germany (Federal Constitutional Court) and in the Netherlands (Hague District Court), the executive is being ordered to act. Not a very good sign when we lawyers (!) have to save the world. But whatever happens, we are ready...

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Newsletter 49

The ambitious goal of this issue was to not even mention Corona or Covid19 . We didn't quite make it, as some areas of law - such as insurance law or family law - are currently dominated by C19 . The pandemic will soon be overcome, what is questionable are the late effects. We fear a world in which everything takes place on the couch. The Amazon boom will possibly further lead to the desolation of cities.... But we are optimistic. At the end of the pandemic, all the people will come out onto the streets, populate the cities, and shop for real again instead of online. That's the way it should be!

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Newsletter 48

Frederick the Great would have liked legal Tech (see Information for Colleagues, p.6). He was suspicious of any judicial discretionary decision. In his code of laws with over 29,000 paragraphs, everything was to be conclusively regulated and derived directly from the law. With such a database, every case would have to be solved automatically. Covid 19, for example, shows that something completely new can arise that could not be regulated beforehand. It is not the pandemic itself that is new, but the positive reaction of the state. In the past, as recently as the last 1950s with Asian flu, people just died, most of them at home. So let's be glad to live in our age and creatively tackle the legal problems that arise with genuine common sense (human tech)!

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Newsletter 47

This year there was 70 years of the Basic Law to celebrate. Article 1 reads, "Human dignity is inviolable." This provision is very topical in the age of the Internet, both in Italy and in Germany. A regional court in Berlin has ruled that it is a sign of freedom of expression for a deserving politician to be subjected to the very worst insults imaginable for a woman. At the same time, the former Italian interior minister is anything but restrained in his choice of words when he seeks adjectives for the current members of the government. In the movies of the fifties of the last century, children's ears were covered during such cannonades. A certain nostalgia is spreading among the editorial team members of the client letter, who are no longer dewy-eyed.

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