Bridging Common Law & Civil Law – Crystal & Giannoni-Crystal

Published On - April 27, 2023

fgiannoni Bridging Common Law & Civil Law, Space Law, Uncategorized

Should the moratorium on safety regulation on human commercial spaceflights be extended?

Should the moratorium on safety regulation on human commercial spaceflights – expiring in October 2023 – be extended? The RAND Corporation’s report of April 2023 recommends it should not. In these slides I discuss the current status of human commercial spaceflights, what the mo...

Published On - April 13, 2020

Nathan Crystal and Francesca Giannoni-Crystal Bridging Common Law & Civil Law, Covid-19 resources

Contractual Enforceability During the Coronavirus Crisis

In 2009 in the wake of the Great Recession we coauthored Contract Enforceability During Economic Crisis: Legal Principles and Drafting Solutions [i] (“Article”). The broad thesis of the Article was that the “law” would rarely provide relief to a contracting party adversely affected by...

Published On - June 6, 2019

fgiannoni Bridging Common Law & Civil Law, You might find interesting (IT)

ECJ holds member members cannot add requirements for EU lawyers to register under their home-country professional title

On May, 2019, the European Court of Justice (ECJ) clarified that EU national legislations cannot prevent lawyers registered as lawyers with the relevant authority of their home Member State to register in the host Member State in order to practice there under their home-country professional t...

Published On - March 13, 2019

Francesca GCrystal Federica Romanelli Bridging Common Law & Civil Law

Delaware court holds that a clause indicating“an expert, not an arbitrator” calls for an expert determination, not an arbitration

On January 29, 2019, the Delaware Court of Chancery addresses the scope of authority conferred under a clause in an Agreement and Plan of Merger (“Merger Agreement”) upon an independent accountant designated “an expert, not an arbitrator.” Pursuant to the Merger Agreement, Plaintiff...

Published On - November 13, 2018

fgiannoni Bridging Common Law & Civil Law, News

Antitrust fines of several millions to Apple and Samsung in Italy for forced updates reducing device functionality

On October 24, 2018, the Italian Antitrust Authority (Garante della Concorrenza e del Mercato “AGCM”) found that Apple and Samsung infringed the Italian Consumer Code. In particular, according to the AGCM the two companies released firmware updates of mobile phones that have caused serious mal...

Published On - September 19, 2018

fgiannoni Bridging Common Law & Civil Law, International litigation and enforcement of Foreign Judgements

Even if a photo is available on a website, publishing it on another website requires the photographer’s authorization, the ECJ held

On August 7, 2018, the Court of Justice of the European Union (CJEU) ruled that “the posting on a website of a photograph that was freely accessible on another website with the consent of the author requires a new authorisation by that author”. With the request for preliminary ruling, the Bundes...

Published On - April 25, 2018

fgiannoni Bridging Common Law & Civil Law

Italy maintains its 10th place among countries investing the US, the ITA reports

In April 2018, the Italian Trade Agency (ITA) made available a report containing useful information on bilateral investments between USA and Italy. The good news is that US-Italy trade marked a positive trend in 2018, increasing 14.5% compared to the same period of the previous year. Italy confirme...

Published On - March 6, 2018

fgiannoni Bridging Common Law & Civil Law, News

Flat tax for wealthy newly residents in ITALY – an opportunity for billionaires?

Forbes recently published a list of the 100 richest people in tech. See here: https://www.forbes.com… None of these people are Italian residents. After considering the benefit of the new Italian flat tax for billionaires, they might want to reconsider their options. The 2017 Italian Budget ...

Published On - January 4, 2018

fgiannoni Bridging Common Law & Civil Law, News

Italy passed a 3% ‘web tax’

On December 2017, Italy passed a 3% tax on certain internet transactions concerning services through electronic means. The 3% tax will be calculated on the value of the transaction (VAT excluded), notwithstanding where the transaction is executed. Services provided through electronic means includ...

Published On - November 30, 2017

fgiannoni Bridging Common Law & Civil Law, News

New Connecticut Uniform LLC Act entered into force

On July 1, 2017, the new Connecticut Uniform Limited Liability Company Act (LLC Act) entered into force. The LLC Act changed the laws governing limited liability companies (LLCs). It applies to domestic and foreign LLCs. Among its major provisions, the LLC Act: adds more detailed provisions on fiduc...

Published On - November 26, 2017

fgiannoni Bridging Common Law & Civil Law, News

Make no mistake: in May 2018 the GDPR is immediately applicable and failure to meet its requirements can result in heavy sanctions

We have been reading some commentaries to the effect that the GDPR (General Data Protection Regulation) needs to be transposed with special legislation adopted in the several EU member states. That there will be legislation is true, but the statement is misleading. Make no mistake: the GDPR is an EU...

Published On - November 17, 2017

fgiannoni Bridging Common Law & Civil Law, News

Italian Trade Agency’s report on US-Italy trade; Italy holds its 16th place among the investing countries in US

In November 2017, the Italian Trade Agency (ITA) made available a report containing useful information on bilateral investments between USA and Italy. Two important pieces of information: Italy holds its 16th place among the investing countries in US and ranked 26th in the list of countries attrac...

Published On - September 22, 2017

fgiannoni Bridging Common Law & Civil Law, News

Investment Plan for Europe – A Status Update (program at the EU Delegation to the UN)

On September 22, 2017, the EU Delegation to the United Nations hosted Investment Plan for Europe – A Status Update, a program sponsored by the European American Chamber of Commerce, EACC. Speakers included Joao Vale de Almeida, Head of Delegation, EU Ambassador to the United Nations, Ambroise ...

Published On - March 28, 2017

fgiannoni Bridging Common Law & Civil Law

When are shareholders and LLC members personally liable for corporate debts and liabilities?

Foreigners starting a business in the U.S. (and often also American business owners) wonder whether they can be called to answer for their company’s debts and liabilities. It is useful to understand that this can happen and it is even more useful to understand how to avoid it. The general rule is ...

Published On - September 3, 2016

fgiannoni Bridging Common Law & Civil Law, News

TTIP: Public report of the 14th Round of negotiations issued

From July 11-15, 2016, the 14th Round of negotiations for the transatlantic Trade and Investment Partnership (TTIP) between the US and the EU took place in Brussels. The Report is now available. This Round saw about 30 textual exchanges containing proposals for almost all chapters on the table now....

Published On - March 11, 2016

fgiannoni Bridging Common Law & Civil Law, International litigation and enforcement of Foreign Judgements

A “new” trend in the US: the jurisdictions where foreign law is “banned” – Part One

Since 2010 a majority of the US jurisdictions passed or tried to pass bills that to a different degree prohibit courts from applying sharia or more general foreign law if the latter has the effect to deprive the citizens of the state of the rights recognized under the US Constitution or the state c...

Published On - February 25, 2016

fgiannoni Bridging Common Law & Civil Law, Privacy

The Internet-of-Things (IoT) (or Internet of Everything) – privacy and data protection issues in the EU and the US

by Francesca Giannoni-Crystal & Allyson Haynes Stuart I.Introduction The Internet-of-Things (IoT) (or internet-of-everything as it is often interchangeably called[1]) is officially “the next big thing.” The growing proliferation of connected devices has far-reaching implications for consumer...

Published On - January 13, 2016

fgiannoni Bridging Common Law & Civil Law

Italian official interest rate – never so low

With a piece of legislation of last November (D.M. 11.12.2015, Official Journal n. 291/2014), the official interest rate indicated in Article 1284 Italian Civil Code has been lowered from 0.5% (as it was in 2015) to 0.2% a year. The new rate is in force from January 2016 and applies in general whene...

Published On - December 24, 2015

fgiannoni Bridging Common Law & Civil Law, Corporate and Business Law

U.S. State Taxation – A Primer for Foreigners Choosing Where to Start a Business – Part Four

This is Part Four of four blogs discussing which American jurisdiction is the best to form a legal entity?). In these four blogs I discuss several factors that you might consider when you choose where to form a business (read Part One, Part Two, Part Three): 1) Situs of Business; (2) “Choic...

Published On - December 24, 2015

fgiannoni Bridging Common Law & Civil Law

Which American state is the best to form a legal entity? An overview for foreigners – Part Three

We have seen in Part One how thejurisdiction in which you do business is the first factor to consider in the choice of the jurisdiction where to form an entity. In addition, the selection of the jurisdiction of formation also triggers the application of that jurisdiction’s corporate and contract l...

Published On - December 17, 2015

fgiannoni Bridging Common Law & Civil Law

U.S. State Taxation – A Primer for Foreigners Choosing Where to Start a Business

This is Part Four of four blogs discussing which American jurisdiction is the best to form a legal entity?). In these four blogs I discuss several factors that you might consider when you choose where to form a business (read Part One, Part Two, Part Three): 1) Situs of Business; (2) “Choic...

Published On - October 22, 2015

fgiannoni Bridging Common Law & Civil Law, Corporate and Business Law

Which American state is the best to form a legal entity? An overview for foreigners – Part Three

We have seen in Part One how the jurisdiction in which you do business is the first factor to consider in the choice of the jurisdiction where to form an entity. In addition, the selection of the jurisdiction of formation also triggers the application of that jurisdiction’s corporate and contract ...

Published On - September 17, 2015

fgiannoni Bridging Common Law & Civil Law, Corporate and Business Law

Which American state is the best to form a legal entity? – An overview for foreigners – Part Two

We give here some additional insights on the choice of the jurisdiction where to form your entity. In Part One (here in Italian), we have seen how the choice of jurisdiction is important because it triggers the application of that jurisdiction’s corporate and contract law. We have also seen...

Published On - September 3, 2015

fgiannoni Bridging Common Law & Civil Law, Corporate and Business Law

Which American state is the best to form a legal entity? – An overview for foreigners – Part One

After having decided that forming a new entity (as opposed for example to buying an existing business) is the best solution to do business in the US, a businessman is confronted with the decision of where (i.e., in which jurisdiction) to form a business. This is an important decision because ...

Published On - June 15, 2015

fgiannoni Bridging Common Law & Civil Law

Material for program Martial Arts Ethics: Offensive and Defensive Techniques

Material for program Martial Arts Ethics: Offensive and Defensive Techniques. I would like to share my speaker’s material for the program “Martial Arts Ethics: Offensive and Defensive Techniques” (April 29, 2015 ABA SIL Spring Meeting 2015 in Washington). The material deals with the following ...

Published On - June 15, 2015

fgiannoni Bridging Common Law & Civil Law

If you buy shares of an Italian limited liability company, obtain a guarantee for the equity value of the company if you want to recover for contingent liabilities

A Milan court held that in a share transfer agreement, a transferor is only liable for contingent liabilities arising after the closing, if transferor guaranteed the equity value or acted fraudulently. The agreement of transfer of shares of a SRL (Italian limited liability company) has as its main o...

Published On - April 23, 2015

fgiannoni Bridging Common Law & Civil Law

Subsidiary’s right to hold parent company liable for violation of principle of proper management (Milan court)

On March 24, 2015 the court of Milan held that per article 2497 Italian Civil Code (ICC), the parent company that acts in violation of the principles of proper management (“corretta gestione societaria e imprenditoriale”) is liable also to the subsidiary, which has standing to sue the parent com...

Published On - April 17, 2015

fgiannoni Bridging Common Law & Civil Law

Milan court decides which are the consequences of violation of a bylaws right of first refusal.

The shareholders entitled to a bylaws right of first refusal, who were not informed of the share transfer, have a right to damages. However, they are not entitled to obtain a preventive seizure of the transferred shares from the third party. While the violation of the right of first refusal has effe...

Published On - March 16, 2015

fgiannoni Bridging Common Law & Civil Law

Preliminary contract of the preliminary contract

On March 6, 2015, the Italian Cassazione held that parties can validly enter into a “preliminary contract of a preliminary contract”, provided that the two contracts are not simple a reiteration of the same agreement. Just to clarify: here we are talking about three agreements: a first prelimina...

Published On - January 8, 2015

fgiannoni Bridging Common Law & Civil Law

Transatlantic Trade and Investment Partnership (TTIP): European Commission publishes TTIP legal texts as part of transparency initiative

“The European Commission today published a raft of texts setting out EU proposals for legal text in the Transatlantic Trade and Investment Partnership (TTIP) it is negotiating with the US. This is the first time the Commission has made public such proposals in bilateral trade talks and reflects it...

Published On - July 24, 2014

fgiannoni Bridging Common Law & Civil Law

Lost in Translation Issues that Can Hurt Your Deal

Francesca Giannoni-Crystal Do you remember “Lost in Translation”, the movie directed by Sophia Coppola, starring Bill Murray and Scarlet Johansson? Murray plays the role of an American actor who is in Japan to shoot a liquor commercial, while Scarlet Johansson … Well, sorry, Johansson is off t...

Published On - June 10, 2014

fgiannoni Bridging Common Law & Civil Law

Milan Court held awards from informal arbitration (arbitrato irrituale) on share ownership to be filed with the Register of Enterprises

If the parties had agreed that the claims concerning the ownership of shares must be decided through an informal arbitration (arbitrato irrituale, i.e. an arbitration not according to the procedure specified in the civil code), the awards must still be filed with the Italian Register of Enterprises,...

Published On - January 1, 2014

fgiannoni Bridging Common Law & Civil Law

“Bridging” (liaison) activities for lawyers

Interacting with foreign clients or with local co-counsel is difficult, not only because of language barriers but also because of legal and cultural differences. Unrecognized – and therefore dangerous – gaps in communication may exist. We can call this the “lost in translation” problem. ...