Eurobet Italia with Ughi e Nunziante wins in Cassation Court on the interpretation of standard clauses of contracts for the marketing of public games in betting agency outlets

Ughi e Nunziante successfully defended Eurobet Italia s.r.l., a public gaming concessionaire company, in a case before the Supreme Court of Cassation against a company to which Eurobet Italia had entrusted the opening of betting outlets.

The Supreme Court adhered to the defence’s view on the interpretation of the codified rules on the termination and interpretation of contracts.

Eurobet Italia was defended by Of Counsel Prof. Salvatore Orlando with Senior Associate Carmelita Rizza.

Honda Italia Industriale with Ughi e Nunziante wins two lawsuits against former subcontractors for alleged abuse of economic dependence and monetary claims

Ughi e Nunziante successfully defended Honda Italia Industriale S.p.A. in two lawsuits brought against it by some former subcontractors for alleged abuse of economic dependence and pecuniary claims.

The former sub-suppliers’ claims were dismissed in their entirety by the Civil Court of Lanciano (CH) and the Civil Court of Appeal of L’Aquila (L’Aquila), fully upholding the previous first instance judgment of the Civil Court of Lanciano.

Honda Italia Industriale S.p.A. operates in Atessa, in the province of Chieti, the largest plant in Europe for Honda brand motorbikes.

Honda Italia Industriale S.p.A. was defended by Of Counsel Prof. Salvatore Orlando with Associate Flavio Rodi.

Honda Italia Industriale with Ughi e Nunziante wins on appeal the moral damages for the liability action brought against one of its former executive vice-presidents

Ughi e Nunziante, with Of Counsel Prof. Salvatore Orlando and Associate Flavio Rodi, obtained for Honda Italia Industriale S.p.A. the confirmation, by the Court of Appeal of L’Aquila, of the mala gestio of a former Italian director and executive vice-president, already ascertained in first instance by the Court of Companies of L’Aquila, and the recognition of moral damages, denied in first instance, in the equitable measure of €1 million.

The Court of Appeal, in confirming the finding of mala gestio, justified the sentence also for non-pecuniary damages due to the gravity of the facts, defining the incident as ‘extraordinary and, in the specific regional context, even sensational’.

Honda Italia Industriale S.p.A. operates at Atessa in the province of Chieti the largest plant in Europe for Honda brand motorbikes.

Ughi e Nunziante continues to grow with Silvia Lazzeretti

Ughi e Nunziante announces the joining of Silvia Lazzeretti as partner in its Milan office. With her also associate Alessia Tafuro.

With this new lateral the litigation practice of Ughi e Nunziante is strengthened.
In fact, Lazzeretti boasts considerable experience, widely recognised by the market, in the field of litigation and arbitration, both domestic and international, with a focus also on financial, corporate and corporate governance issues, corporate crisis and insolvency.

The litigation practice, which has always been central and fully integrated with all the other practice areas of Ughi e Nunziante, counts more than 30 highly qualified professionals, including some of the most esteemed academics in the field, and specialises in handling complex cases, including cross-border cases.

Roberto Leccese, Managing Partner, commented: “the skills – technical and non-technical – required in litigation management are quite unique, and Silvia undeniably possesses them. We welcome her and Alessia“.

 

Ex-Ilva decree: effects and prospects for the Italian industry – Gianfranco Arpea interviewed by Economy Magazine

The package of measures to deal with the industrial emergency at the ILVA Group’s plant is now in force.

The Decree, issued by the Government to ensure the production and employment continuity of the plant and the companies in its supply chain, known as the ex-Ilva decree (Decree Law No. 4, 18th January 2024), also applies to all current and future corporate crisis situations.

Economy Magazine conducted an in-depth analysis on the subject and interviewed several experts to understand the impacts and prospects that the decree could have on the Italian industry.

Among the interviewees is Gianfranco Arpea, who emphasized the importance of the new regulations for public interest purposes, explaining that “the granting, free of charge, of the guarantee by the SME Fund to the small or medium-sized supplier company facing credit access difficulties, provided that the requesting company has generated over 50% of its turnover in the last two financial years. This is an unprecedented vertical state intervention in the industrial and economic supply chain and stakeholder protection. The objective of promoting credit circulation while containing the costs associated with loan repayment and reducing the risk of entanglement in credit assignment phase is clearly seen.

The full article is available here.

Companies and ESG, law firms in the field for sustainability – Francesca Ricci interviewed by ItaliaOggi

ItaliaOggi conducted an interesting in-depth survey on ESG related matters and the role of legal professionals in assisting companies, especially regarding ESG due diligence in M&A transactions.

The ESG reporting required by Directive 2022/2464 (the Corporate Sustainability Reporting Directive, the  ‘CSRD Directive’) is a useful tool for understanding the target company” explains Francesca Ricci, interviewed on this topic. “During the negotiation of the acquisition contract, representations and warranties relating to non-financial reporting are crucial and, in the event of breach, give rise to contractual liability.[…] Starting from 2026, sustainability reports may have a significant impact on M&A transactions involving large companies. The expectation is to include approximately 8,000 companies in Italy that, falling within the definition of ‘large enterprise’ under the CSRD Directive, will be required to prepare sustainability reporting, thus relying on this additional attractiveness factor in M&A.

To read the full article (in italian), click here.

Ughi and Nunziante in the sale of Schmack Biogas shares to Hitachi Zosen Inova AG

Hitachi Zosen Inova AG, a company active worldwide in the development of large waste-to-energy plants and renewable energy and biogas production systems, has acquired 85% of Schmack Biogas, a company previously controlled by PLC and active in the construction and management of biogas and biomethane plants.

Specifically, the transaction involved the sale of the entire 51% stake by PLC, while the two minority shareholders, Massimo Rossetto and Nicolò Cariboni, sold part of their shares and will remain in the company’s capital with minority stakes totalling 15%.

Ughi e Nunziante followed Nicolò Cariboni and Massimo Rossetto in all aspects related to the sale of a portion of their shares and assisted them in defining the agreements for the management of subsequent relations with the Hitachi Zosen Inova Group (as minority shareholders and in their role as managers of Target after the transaction). The team was coordinated by partner Pietro Orzalesi, with senior associate Agostino Frau. The labour law aspects were followed by partner Marco Lanzani and senior associate Filippo Bodo.

The importance of being resident: is it possible to simplify the notion of tax residence of individuals?

An individual’s tax residence is a key factor for the application of income taxes in various jurisdictions. In a context of increasing global mobility and post-Covid-19 digital nomadism, the accurate determination of the tax residence of individuals becomes increasingly important, especially as jurisdictions compete to attract individuals with high-net-worth.

But how does one deal with the challenge of establishing whether an individual is considered a tax resident in a particular jurisdiction?

An article by Barbara Emma Pizzoni and Linda Favi, published by IBA Taxes Committee, examines the recent efforts made in Italy to overcome challenges related to determining the tax residence of individuals. These efforts have been implemented by revising the definition of tax residence contained in Article 2 of the TUIR.
The full article is available here.

Ughi e Nunziante with The Techshop SGR in €3.9 million Round for Axyon AI

Orrick assisted Montage Ventures as lead investor in the €3.9 million round of Axyon AI, a fintech company developing predictive solutions based on artificial intelligence and deep learning to assist corporate asset managers in generating winning investment strategies.

The round, led by the U.S. venture capital firm, also saw the participation of The Techshop SGR, assisted by Ughi e Nunziante, along with other angel investors. The €3.9 million capital injection will catalyse the fintech’s commercial expansion and technological development initiatives, fostering further innovation. The funding round will provide €2.3 million in new cash, with the remaining €1.6 million secured through the conversion of the convertible notes issued in 2022, subscribed by “Rilancio Startup fund” by CDP Venture Capital, ING Ventures and UniCredit, among others.

Orrick’s team consisted of Attilio Mazzilli, partner responsible for the Technology Companies Group department, partner Livia Maria Pedroni, managing associates Ginevra Rebecchini and Gabriele Greco and Camilla Larcher.

The Ughi e Nunziante team was led by Antonello Lupo, assisted by Partner Amon Airoldi and Associate Alessandro Corbò.

Axyon AI was assisted by Filippo Rossi of the Calandra Andreoli Law Firm and Eugenio Burani, partner of Burani & Lancellotti Associated Accountants.

CDP Venture Capital followed the operation with its in-house legal team led by Head Alessandro di Gioia assisted, inter alia, by Debora Perciballi.

Daniela De Pasquale and Salvatore Orlando at the webinar “Artificial Intelligence Law” organized by CRINT Milan Bar Association

Yesterday, on February 1, 2024, the webinar titled “Artificial Intelligence Law” took place, organized by the International Relations Committee of the Milan Bar Association – CRINT.

The event hosted prominent companies and academics in the field and was introduced and moderated by Daniela De Pasquale, Partner at Ughi e Nunziante, with the participation of Salvatore Orlando, Of Counsel at Ughi e Nunziante, who explained the structure of the AI Act.

Together with other speakers, namely, Attorney Giuseppe Vaciago, Attorney Alessandra Bini, Prof. Giovanni De Gregorio, Prof. Attorney Edoardo Raffiotta, and Attorney Carlotta Bonanomi, a highly informative session was held on the use and management of AI, focusing on:

  • The existence of an institutional table for Justice and Artificial Intelligence and the activities of the Innovation Committee of the Milan Bar Council, including the recent establishment of an “Innovation Laboratory” aimed at analyzing innovations intended to improve the legal profession;
  • The system of rules for Artificial Intelligence in European Union law based on the level of risk, where the qualification of the type should not be done in the abstract but depends on the concrete use made of this technology;
  • The governance system for compliance with these rules in a global and technological company like IBM, emphasizing the centrality of humans and advocacy activities, and knowledge dissemination through the provision of training content;
  • The so-called European Values and the impact assessment concerning fundamental rights. The central role assigned by European and national institutions in safeguarding these rights;
  • The application of AI principles in contracts in a technological company like Google: the need to comply with numerous sources and attention to aspects related to intellectual property and provider responsibility;
  • The role played by the Coordination Committee for updating national strategies on the use of artificial intelligence in promoting the development of this technology in Italy;
  • The coexistence of the AI Act with various other sources, including the GDPR.

We thank the speakers and the numerous participants.