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BonelliErede Covid-19 Task Force

This document is provided as a service to clients and other friends for informational purposes only.

It should not be construed or relied on as legal advice.

Covid-19 in Italy: Liquidity Decree (Law Decree No. 23 of 8 April) and further updates

14 April 2020

Table of contents

National Health Service 4

Measures to support employment – impact on employment relationships and planning the return to workplaces 9

Measures to support liquidity through the banking system 23

Tax measures to support the liquidity of families and businesses 43

Measures regarding delays and non-fulfilment of contractual obligations due to measures to contain the virus, advance payments for public contracts and administrative procedures 52

Analysis of the applicable remedies in contractual relationships and of the measures regarding debt securities (titoli di credito) 55

Measures regarding transport 58

Several aspects of Corporate law 70

Measures relating to debt restructuring and bankruptcy proceedings 79

Measures regarding the suspension of business activities and other restrictive measures 84

Analysis of criminal liabilities in the time of Covid-19 87

Compliance with Italian Legislative Decree No. 231/2001 in the time of Covid-19 95

Data protection recommendations 99

Competition law at the time of Covid-19 103

Appendix – main legislative measures and definitions 107

National Health Service

Measure

Regulatory References

Beneficiaries

Amount/Term Operational Guidelines

Notes

Strengthening of local

healthcare centres by

involving and

indemnification of private

organisations

Art. 3 of Cura Italia

Decree

• Regions and

autonomous provinces

of Trento and Bolzano

• Local healthcare

centres (azienda

sanitaria)

• Accredited and non-

accredited private

organisations

Term: until 31 Jul,

according to the resolution

of the Italian Council

of Ministers of 31 Jan.

The indemnity is calculated on the

market rates on 31 Dec.

The accredited and non-accredited

private organisations must provide

medical staff, premises, and

equipment at the request of: (a)

regions and the autonomous

provinces of Trento and Bolzano,

and (b) local healthcare centres1.

The private organisations will be

indemnified.

Temporary sanitary areas


Decree

• The regions and

autonomous provinces

of Trento and Bolzano

• Public and private

healthcare

centres/hospital

Term: until 31 Jul.,


of the Italian Council of

Ministers of 31 Jan.

Accreditation requirements do not

apply to hospitals or healthcare

centres for the duration of the

emergency.

The regions and the autonomous

provinces of Trento and Bolzano

can set up temporary sanitary

areas in public and private

hospitals, healthcare centres, and

assistance and reception centres.

Funding for production

and supply of medical

devices


Decree

Medical devices

manufacturers





Through Invitalia S.p.A., the

extraordinary commissioner (for

the implementation and

coordination of the measures to

contain the Covid–19 emergency)

1 Art. 32, point 23, of the Liquidity Decree stipulates that the regions and autonomous provinces of Trento and Bolzano must grant the healthcare facilities listed in Art. 3, para. 1, point b): (i) proper remuneration for

the supplementary healthcare assistance carried out to set up Covid-19 units, and (ii) a tariff increase for assistance to Covid-19 patients.

https://context.reverso.net/traduzione/inglese-italiano/resolution+of+the+Council+of








Measure


Beneficiaries


Notes

Amount: EUR 50 m for

2020.

can provide medical device and

personal protective equipment

manufacturers preferential

financing, unsecured funding and

management account loans.

Requisition


Decree

• Head of the Civil

Protection Department

• Prefects

• Private and public

entities





Owners are granted an indemnity for

any asset (movable or immovable),

requisitioned.

The Head of the Civil Protection

Department can request the

requisition from any private or

public entity, of: (a) healthcare and

medical-surgical devices, and (b)

movable goods designed to

implement and support the

measures to contain the COVID-

19 emergency2.

At the proposal of the Civil

Protection Department (in

consultation with the Prevention

Department with territorial

jurisdiction), the prefect can

request the requisition of

immovable assets (e.g., hotels) to

implement and support the

measures to contain the Covid-19

emergency.

2 The Extraordinary Commissioner is also entitled to request requisition under Art. 6 and has appointed the Italian Customs and Monopolies Agency to carry out requisitions (see Extraordinary Commissioner Ordinance 1/2020).




Measure


Beneficiaries


Notes

Recognition of

professional health

qualifications


Decree

Health professionals Term: until 31 Jul.,




Interested health professionals must

submit an application to the related

region or the autonomous provinces

of Trento and Bolzano accompanied

by a certificate of enrolment in the

professional register of their country

of origin.

Health professionals with foreign

qualifications regulated by EU

directives can practice in Italy.

Health monitoring


Decree

Companies and their

employees that: (a)

manufacture medicinal

products, medical devices

and/or personal

protective equipment; (b)

are involved in research;

or (c) take part in the

related supply chain

Quarantine does not apply to

employees of companies that: (a)

manufacture medicinal products,

medical devices and/or personal

protective equipment; (b) are

involved in research; or (c) are in

the related supply chain.

The employees must stop working if they suffer respiratory problems or test positive to Covid-19

Manufacturing of surgical

masks


Decree

Companies Term: until 31 Jul.,




Companies that wish to avail of this

measure must send the ISS a self-

certification: (a) describing the

product’s characteristics, and (b)

confirming that the product complies

with safety requirements.

Companies can manufacture,

import and market surgical masks

as an exception to current

regulation.

Surgical masks are considered

suitable for health workers.

Protection of workers and

community


Decree

• Companies

• Employees and

• Community





For employees who cannot keep

one metre’s distance from others

at work, surgical masks are

considered personal protective

equipment.










Measure


Beneficiaries


Notes

Experimental studies and

compassionate use


Decree

• AIFA

• National Institute of

Infectious Diseases

Lazzaro Spallanzani’s

Ethics Committee

(Rome) (“Ethics

Committee”)

• Companies that

manufacture medicinal

products and/or

medical devices

• Doctors





In accordance with para. 5, AIFA has

published a circular related to

experimental studies and

compassionate use of medicinal

products for patients with Covid-193.

AIFA has access to all the data

from experimental studies and


products for patients with Covid-

19.

The Ethics Committee collects

from the promoters: (a) all the

protocols for the experimental

studies on medicines of phase II,

III and IV (for the treatment of

patients with Covid-19) (and the

related amendments); and (b)

requests from doctors for


products.

3 Available on AIFA’s official website.




Measures to support employment – impact on employment relationships and planning the return to workplaces

Measure Regulatory References

Beneficiaries Amount/Term Operational Guidelines Notes

Ordinary wages guarantee fund (“CIGO”) for the Covid-19 emergency

Art. 19 of Cura Italia Decree and Art. 41 of Liquidity Decree.

• Employers that fall within the scope of CIGO4.

• The Liquidity Decree extends the eligibility under the Cura Italia Decree of employees who can benefit from CIGO from those hired on or before 23 Feb. 2020 to those hired on or before 17 Mar. 2020 (normal minimum of 90 days in employment does not apply).

• Amount: 80% of the total salary employees would have earned ordinarily for each hour of non-performed work, up to a monthly gross of: (a) EUR 998.18 for employees with a monthly salary of up to EUR 2,159.48, and (b) EUR 1,199.72 for employees with a monthly salary of over EUR 2,159.48.

• Wage subsidies can be paid to employees either through an UNIEMENS adjustment or directly; employers need not prove financial difficulty.

• Term: from 23 Feb., for periods of a maximum of nine weeks and, in any case, until Aug. 2020.

• Interested parties must first notify the local trade unions and company trade union representatives/unitary trade union representatives of the intention to request CIGO.

• Planned requests are examined jointly with trade unions by video conference within three days from the day trade union representatives are notified of the request.

• Requests must be submitted to the Italian Social Security Authority (INPS, Istituto Nazionale per la Previdenza Sociale) by the end of the fourth month following the suspension/reduction of working hours.

• EUR 1,347,200,000 is the spending limit for 2020.

• The Covid-19 CIGO periods are not considered for the calculation of the limits for other wage subsidy fund requests and are not taken into account when evaluating subsequent requests.

• Employers are exempt from paying the mandatory additional contribution to the CIGO.

• Employers that fall within the scope of CIGO can suspend any ongoing availing of the extraordinary wages guarantee fund (“CIGS”) and replace it with the Covid-19 CIGO, for a maximum of nine weeks.

• Employers need not prove temporary financial difficulty or that they were not responsible for it to request CIGO; they need only enclose a list of employees involved.5

4 I.e., employers in the following sectors: (a) industrial manufacturing, transport, mining, plant installation, production and distribution of energy, water and gas; (b) production and work cooperatives that carry out work similar to that of

workers in industrial enterprises, except for the cooperatives listed in Presidential Decree No. 602 of 30 April 1970; (c) enterprises in the forest, forestry and tobacco industries; (d) agricultural and livestock cooperatives and their consortia that

carry out processing, handling and marketing of their own agricultural products for employees with permanent contracts only; (e) enterprises in the rental and distribution of films and in the development and printing of film; (f) industrial

enterprises for the pressing of olives on behalf of third parties; (g) ready-mix concrete producers; (h) enterprises engaged in electrical and phone installations; (i) railway fitting-out enterprises; (j) industrial enterprises that belong to public bodies,

unless the capital is wholly owned by the public authorities; (k) industrial and craft enterprises in the building industry and related sectors; (l) industrial enterprises engaged in the quarrying and/or processing of stone materials; and (m) craft

enterprises that provide quarrying and processing of stone materials, except those that process in laboratories with facilities and organisation separate from the quarrying (Art. 10 of Law Decree No. 148/2015). 5 INPS Circular No. 47/2020.



• Accrued leave is not considered when evaluating CIGO requests.6

• Covid-19 CIGO covers also statutory sick pay and any additional contractual provisions on sick pay.7

Wage subsidy allowance (“FIS”) for the Covid-19 emergency


• Employers enrolled in the wage subsidy fund (FIS, Fondo di Integrazione Salariale),8 inc. those with more than 5 employees.

• The Liquidity Decree extends the eligibility under the Cura Italia Decree of employees who can benefit from the subsidy from those hired on or before 23 Feb. to those hired on or before 17 Mar.

• Amount: 80% of the total salary employees would have earned ordinarily for each hour of non-performed work, up to a monthly gross amount of: (a) EUR 998.18 for employees with a monthly salary of up to EUR 2,159.48, and (b) EUR 1,199.72 for employees with a monthly salary of over EUR 2,159.48.

• Employers with more than 15 employees can pay employees through an UNIEMENS adjustment or request direct payment by INPS, with no need for employers to prove financial difficulty. Employees of

• Interested parties must first notify the local trade unions and company trade union representatives/unitary trade union representatives of the intention to request CIGO.

• Planned requests are examined jointly with trade unions by video conference within three days from the day trade union representatives are notified of the request.

• Requests must be submitted by the end of the fourth month after the suspension/reduction of working hours.

• The spending limit for 2020 is EUR 1,347,200,000.

• Employers are exempt from paying the mandatory additional contribution to the wage subsidy fund.

• Ongoing availing of the wage solidarity allowance can be suspended and replaced with this allowance for a maximum of nine weeks.

• Wage subsidy allowance is available, in the period indicated, also for employers enrolled in the wage subsidy fund with fewer than 15 employees.

• Accrued leave is not considered when evaluating FIS requests.9

6 INPS Circular No. 47/2020 and INPS message No. 3777/2019. 7 Art. 3 of LD No. 148/2015, referenced in INPS Circular No. 47/2020. 8 I.e., employers with more than 5 employees and not included in the scope of CIGO and CIGS or enrolled in specific bilateral solidarity funds. 9 INPS Circular No. 47/2020 and INPS message No. 3777/2019.



2020 (normal minimum of 90 days in employment does not apply).

companies with 5–15 employees can be paid directly by INPS.

• Term: from 23 Feb., for periods of up to nine weeks and, in any case, until Aug.

Exceptional wages guarantee fund (Cassa Integrazione in deroga)


• Employers not falling within the scope of CIGO/FIS, exc. employers of domestic workers

• The Liquidity Decree extends the eligibility under the Cura Italia Decree of employees who can benefit from fund from those hired on or before 23 Feb. to those hired on or before 17 Mar. 2020 (no seniority

• Amount: the same applicable for CIGO. Notional contribution is granted for employees.10

• Term: from 23 Feb., for periods lasting up to a maximum of nine weeks.

• Trade-union agreement (for employers

with more than five employees)11.

• Regions and autonomous provinces adopt decrees accepting requests on a chronological basis.

• The spending limit for 2020 is EUR 3,293,200,000.12

• The exceptional wages guarantee fund is paid directly and exclusively by INPS.

• This provision must be read in conjunction with the previous one for exclusively the “red zones”13 and the regions of Lombardy, Veneto and Emilia Romagna by L.D. 2 Mar. 2020. For these regions, wage subsidies under L.D. 2 March 2020 are to be considered additional to subsidies provided by the Cura Italia Decree, subject to overall spending limits and for up to a maximum of 13 weeks.14

• Operating procedures will be established by each region and in accordance with agreements between the regions and trade unions.

10 No mention of this contribution in the new measures for the other wage subsidy funds, as the contribution is already provided by law. 11 According to the MLPS Circular No. 8/2020, requests must be accompanied with the trade union agreements and the list of beneficiaries, including the number of hours on furlough (divided into full-time and part-time) and the requested

amount, company information (name, legal status, registered office, tax code, INPS number, authorised representative), business unit information, reason for the request and phone and email contacts. According to INPS Circular No. 47/2020,

“the agreement referred to in Art. 22 is deemed to be concluded when the joint examination referred to in Art. 19 [of Cura Italia Decree] is completed”. 12 Funds are allocated in accordance with DI No. 3 of 24 Mar. 2020 (Ministry of Labour – Ministry of Economy and Finance). 13 Bertonico, Casalpusterlengo, Castelgerundo, Castiglione D’Adda, Codogno, Fombio, Maleo, San Fiorano, Somaglia, Terranova dei Passerini and Vo’. 14 DI No. 3 of 24 Mar. 2020 (Ministry of Labour – Ministry of Economy and Finance); INPS Circular No. 47/2020.



requirement provided by the decree).

• Accrued leave is not considered when evaluating requests for the exceptional wages guarantee fund.15

• The subsidy is granted by decree of the MLPS for companies located in 5 or more regions/autonomous provinces.16

Parental leave17

Art. 23 of Cura Italia Decree.

Working parents with:

• children of up to the age of 12; or

• children who

suffer from

severe,

recognised

disabilities and

who are enrolled

in schools or in

daycare centres

• Amount: 50% of the total salary; as an alternative to parental leave, a babysitter voucher for EUR 600, to be paid with the “family credit” (libretto famiglia).

Notional contribution is granted for employees.

• Term: from 5 Mar. for up to 15 days (continuous or not).

• Requests for parental leave must be submitted to both the employer and INPS, in accordance with the ordinary procedures for parental leave.

• Parental leave is granted to one parent only.

• Requests are granted only if none of the household members benefits from support measures for suspension or reduction of working time; requests are denied if a parent is unemployed.

Working parents in the private sector with children from 12 to 16 years old if

• Parental leave granted for up to 15 days /continuous or not), during the suspension of child-care

15 INPS Circular No. 47/2020. 16 INPS Circular No. 47/2020; DI No. 3 of 24 Mar. 2020 (Ministry of Labour – Ministry of Economy and Finance). The MLPS grants the subsidy on behalf of regions/autonomous provinces when the employer has production or

operational units (inc. stores in the same company) in five or more Italian regions/autonomous provinces (MLPS Circular No. 8/2020). 17 Please see INPS Circular No. 45/2020 for further information.



none of the household members benefit from support measures for suspension or reduction of working time or a parent is unemployed.

services and schools.

• No payment of any indemnity.

• Right not to be dismissed during the leave.

Self-employment allowance

Arts. 27–31 of Cura Italia Decree.

• Freelancers with a VAT No. on 23 Feb. and enrolled in the private pension fund for the self-employed (Gestione Separata), inc. associates of firms and freelancers who work for simple partnerships (società semplici), provided they work on a self-employed basis, are not entitled to State pensions and not enrolled in other mandatory social security schemes.

• Consultants in

Amount: EUR 600, tax-free lump sum; neither notional contribution nor family allowances are granted.

• Requests must be submitted to INPS.

• Requests are accepted up to the spending limit (EUR 203.4 m).

Beneficiaries of other welfare benefits (e.g., citizenship income, pensions paid out from AGO, and disability allowances) are ineligible for the self-employment allowance.19

19 INPS Circular No. 49/2020.



employ on 23 Feb. who perform their work in a continuous and coordinate manner (co.co.co.) and are enrolled in the self-employment contribution system.

• Self-employees enrolled in self-employment contribution systems18 (“AGO”).

Award for those who worked at the company’s premises in March


Employees whose 2019 employment income did not exceed EUR 40k

Amount: EUR 100 for Mar. The amount is determined based on the days the employee effectively spent at his/her workplace in Mar., on a pro-rata basis.

The bonus is automatically paid by the employer, which can then offset the amount against taxes due.

The credit is not subject to income tax in the hands of the employee.

Prohibition on redundancies


• All employers (compatible with the specific redundancy regulations).

• All employees, exc.

• Prohibition on starting collective redundancy procedures for 60 days as from 17 Mar.

• Suspension for 60 days (from 17 Mar.) of collective

18 The beneficiaries also include: (a) seasonal workers in the tourism sector, non-pensioners and non-employees; and (b) workers in the agricultural sector on fixed-term contracts who are not pensioners.



executives. redundancy procedures started after 23 Feb.

• Prohibition for employers (regardless of the number of employees) of making employees redundant for objective reasons, from 17 Mar. and for 60 days.

Quarantine


Employees in the private sector.

• The period in quarantine is considered a period of illness for the purpose of the salary payments.

• The period is not counted in the maximum sick leave period under the collective agreements.

• Certification of the state of illness is required from the attending physician, with details of the measure which established the quarantine.

• Costs are borne by the State for up to EUR 130,000,000 for 2020.

Quarantine does not apply to employees of companies in the production of medicines and medical and diagnostic devices, or of companies carrying out research in the related fields and in the integrated supply chain. Employees who have respiratory symptoms or test positive must stop working.

Italian Insurance Authority for Accidents at work (“INAIL”) coverage


Employees in the private and public sector.

Cases of Covid-19 infection at work are considered accidents at work, resulting in INAIL coverage. Same coverage applies for periods in quarantine.

• Certification of injury from the attending physician to be sent to INAIL.

• The costs are borne by INAIL and are not taken into account to determine the average accident rate.



How to carry out authorised activities

PMD 10 April and LD 25 March.

Authorised activities20

Currently until 3 May 2020. - Work remotely to the extent possible, employees must be notified before the company carries out any remote checking of the performance, under Art. 4 of Workers’ Statute and Privacy law.

- For activities that cannot be performed remotely, after a risk assessment21:

(i) adopt the safety measures (especially under Protocol 14 March22);

(ii) adopt company safety protocols to prevent infection;

(iii) supply the proper personal protective equipment (e.g., masks) when it is not possible to keep the safety distance;

(iv) limit movement within sites and restrict access to common areas as

The non-adoption of the safety measures can trigger the employer’s civil and criminal liability for damage resulting from the breach.

20 Please see the sections “Measures regarding the suspension of business activities and other restrictive measures” and “Analysis of criminal liabilities in the time ofCOVID-19” for an overall description of authorised activities. 21 If you have service contracts, update Risk Assessment Document (DVR) and Interference Risk Assessment Document (DUVRI) and update the costs for safety measures. Please see also the National Labour Inspectorate Note No. 89 of 13

Mar. 2020 on “Employers’ fulfilments – emergency risk assessment” (that underlines the appropriateness of a specific section in DVR to track safety measures in place). 22 See Art. 30 of Legislative Decree No. 81/2008, the emergency regulations (e.g., PMD 11 March and PMD 22 March, as subsequently amended and supplemented by PMD 10 April), Protocol 14 March (which implements Art. 1, para. 1,

point 9 of PMD 11 March, current PMD 10 April and LD 25 March) signed by the government and the trade unions and referred to in PMD 22 March, currently by LD 25 Marchand PMD 10 April. − and thus become mandatory for the

companies whose activities are not suspended − and any shared protocols concerning specific sectors (such as the “Shared protocol to contain the spread of COVID-19 in construction sites” of 19 Mar. 2020). The Protocol 14 March provides

for, particularly, measures concerning communications, entry into the company, access to the company by external suppliers, company cleaning and sanitising, personal hygiene precautions, personal protective equipment, management of

common spaces, company organisation (shifts, travels, smart working and changes in production levels), management of employees’ entry and exit, internal movements, meetings, internal events and training, management of symptomatic people

at work, health surveillance/company doctor/employees’ safety representative, and updating of the protocol, providing for, among other things, the establishment in the company of a committee for applying and verifying the protocol rules. See

also the Note No. 89 of 13 March 2020 of the National Labour Inspectorate on “Employer’s obligations – Coronavirus emergency risk assessment” (which highlights, among other things, that it is appropriate to draft a specific appendix to the DVR

(“Documento di Valutazione dei Rischi”) for the traceability of the implemented measures).



much as possible;

(v) increase sanitisation at workplaces, using the wage subsidy measures to cover salaries during business suspension;

(vi) seek arrangements with the trade unions;

(vii) appoint a risk manager who employees can go to for information (the above Protocol 14 March envisages the creation of a protocol compliance committee involving trade union and workers’ safety representatives);

(viii) appoint a person responsible for communications with the authorities and with health services for the timely reporting of cases of suspected contagion and to ensure the timely flow of information with respect to adopted precautionary and prophylactic measures;

(ix) make the company doctor and person responsible for prevention and protection aware of the need to: (a) keep up to date on procedures and prophylactic treatments issued by the scientific community and international authorities, (b) keep the risk manager and workers up to date, and (c) adopt the consequent measures; and

(x) appoint a person responsible for monitoring compliance with safety measures.



Employers will therefore need to:

- notify employees that the business is authorised to continue, and will thus do so, and confirm either of the following:

(i) the need to work remotely, and the possibility that the company will carry out remote checks of the performance under Art. 4 of Workers’ Statute and Privacy Law; or

(ii) the need to work at the workplace; in this case, attach the notice sent to the prefecture (where applicable) and the self-declaration form for employees to use (i.e., tick the box “work-related need to travel”).

• Inform employees of the safety measures and other safeguards adopted at the workplace.



How to carry out non-authorised activities

PMD 10 April. and LD 25 March

Non-authorised activities23.

Currently until 3 May 2020. • Employees can continue to work remotely.

• For work that cannot be performed remotely, employers can:

- require the employees to use annual leave and other paid leave, prioritising leave carried over until 31 Dec. 2019, or other measures under collective bargaining agreements; and

- use the measures under the Cura Italia Decree to support employment during the Covid-19 emergency, i.e. ordinary wages guarantee fund (CIGO); wage subsidy allowance (FIS); and exceptional wages guarantee fund (Cassa Integrazione in deroga), depending on the company, and as implemented by the regions over time.

Employers will therefore need to:

- notify employees of either of the following:

(i) the need to work remotely, and the possibility that the company will carry out remote checks of the performance under Art. 4 of Workers’ Statute and Privacy Law; and

(ii) the suspension of the business

For an overview of the wage subsidy measures under the Cura Italia Decree and under the Liquidity Decree, please see the related section above. In brief, the wage subsidy measures:

- are granted for up to nine weeks any time between 23 Feb. and August 2020;

- were granted to employees hired on or before 23 Feb. under Cura Italia Decree; are now granted to employees hired on or before 17 Mar. under Liquidity Decree;

- do not entail any charges for the employers;

- will be granted within the spending limit under the Cura Italia Decree; and

- will cover up to 80% of the total salary employees would have earned ordinarily for each hour of non-performed work, up to a monthly gross of: (a) EUR 998.18 for employees with a monthly salary of up to EUR 2,159.48, and (b) EUR

23 Please see the sections “Measures regarding the suspension of business activities and other restrictive measures” and “Analysis of criminal liabilities in the time of COVID-19” for an overview of authorised activities.



activity, possibly requiring them to use holiday/the wage subsidy

measures24.

- Apply for the wage subsidy measures.

1,199.72 for employees with a monthly salary of over EUR 2,159.48.

On 28 Mar., following the conclusion of agreements between the regions and trade unions, INPS published guidelines and information on how to apply for these wage subsidies (INPS Circular No. 47/2020).

For employees not eligible for the wage subsidy measures, the prohibition to continue working may constitute a temporary impossibility to work not attributable to the employer, with possible subsequent suspension of respective obligations.

24 Under PMD 10 April., regardless of the suspension of production activities, employees/authorised third parties are allowed to access business premises, after notifying the local prefecture, for surveillance, conservation and maintenance,

payment processing, cleaning and sanitization purposes. Also subject to notifying the prefecture, companies are allowed to ship to third parties stocked goods and receive goods to be placed in stock.



Further possible impact:

(i) salaries and bonuses;

(ii) fixed-term contracts; and

(iii) new recruits.

- Art. 2103 of the Italian Civil Code.

- Law Decree No. 81/2015, as modified by Law Decree No. 87/2018, converted by Law No. 96/2018.

All businesses. - Salaries and bonuses: assess possible decreases/renegotiation of salaries and/or terms and conditions.

- Fixed term contracts: assess possible extensions/renewal of contractual terms for reasons specifically related to the emergency.

- New recruits: seek to postpone start date/ renegotiation of terms and conditions.

Planning the return to workplaces

All companies that have suspended their business or have been working remotely.

Plan the restart of the activities by, e.g., schedule when to have employees’ return to workplaces, taking into account potential developments in the national and local situation; update safety protocols to prevent infection; assess whether to adopt safety protocols to take serological tests/swabs and use the results as a basis to draw up measures and ways to return to work; ask employees to complete surveys (also online) to help ascertain risks that might affect times and ways of their return (i.e.: health conditions, risk exposure, etc.); prepare workplaces (i.e., sanitisation); supply personal protective equipment (i.e., masks) etc.

Employers’ obligations and the feasibility of different solutions will also depend on developments in national and regional legislation.

Measures to support liquidity through the banking system

Measure


Addressees Details Expiry Operational Guidelines

Financial support for companies – SACE guarantee and state counter-guarantee

Art. 1, paras. 1–12, of the Liquidity Decree

Companies affected by the Covid-19 emergency, excluding:

(i) banks and other authorised Italian credit institutions,

(ii) companies that, on 31 Dec. 2019, were in the category “companies in financial difficulty” under EU Regulation 651/2014;25 and

(iii) companies with impaired debt on 29 Feb. 2020.

With regard to SMEs (inc. self-employed workers (lavoratori autonomi) and professionals (liberi professionisti) with VAT numbers)26 the measures apply to

SACE S.p.A. grants irrevocable, first-demand guarantees, which must comply with the prudential supervisory regulations, to cover loans with a maximum term of six years granted by banks, national and international financial institutions and other authorised Italian credit institutions after 9 Apr. 2020 to companies affected by the Covid -19 emergency

The following conditions apply:

(i) The maximum guaranteed amount cannot be higher than the following amounts recorded in the approved budget or, if not approved in a self-certification:28

(a) 25% of the company’s 2019 turnover; and

(b) double the company’s 2019 personnel costs.

When the company has several loans secured by this guarantee or by another public guarantee, the loan amounts are combined.

(ii) The guarantee (without prejudice to the limits under point (i) above) secures the principal, interest and ancillary charges in the following percentages (in relation to losses, the guarantor and borrower bear

31 Dec. 202030 The effectiveness of the measures in this article was subject to the approval, granted on 14 Apr., of the European Commission, under Art. 108 of the Treaty on the Functioning of the European Union31.

Ordinary and simplified procedures for issuing guarantees are set out; which one applies depends on the size of the beneficiary company.

1) Simplified procedure: applicable to companies with fewer than 5,000 employees and a turnover of up to EUR 1.5 bn

• A company submits a loan request to a lender (which may also operate in a pool with other lenders);

• the lender(s), after deciding to approve the loan, submits a guarantee request to SACE, which also verifies that the loan is approved; and, following approval from SACE

• the lender grants the loan secured by the SACE guarantee.

2) Ordinary procedure: applicable to companies with a turnover of more than EUR 1.5 bn or more than 5,000 employees in Italy

In addition to the abovementioned conditions, the issuance of the guarantee is subject to authorisation

25 SACE provides a preliminary but more accurate explanation of the requirements to determine the absence of financial difficulties in its guide on how to obtain a guarantee, available in Italian here). 26 SMEs are defined in the section of this vademecum entitled “Central SMEs Guarantee Fund”.

https://www.sacesimest.it/docs/default-source/comunicati-stampa/2020/decreto-liquidita/leaflet---garanzia-italia.pdf?sfvrsn=b84c5be_2

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those that have exhausted their right to the Central SMEs Guarantee Fund.27

them in equal, proportional percentages):29

(a) 90% of the loan for companies with fewer than 5,000 employees in Italy and a turnover of up to EUR 1.5 bn;

(b) 80% of the loan for companies with a turnover of EUR 1.5–5 bn or more than 5,000 employees in Italy; and

(c) 70% of the loan for companies with a turnover of more than EUR 5 bn.

(iii) Companies that benefit from the guarantee must undertake to maintain certain employment levels established under trade union agreements.

(iv) Loans secured by the guarantee must be used to cover personnel costs or investments, or as working capital for manufacturing units and business activities, in Italy.

(v) Companies that benefit from the guarantee (and other Italy-based companies in the same group) must undertake not to approve the distribution of dividends or

from the Ministry of the Economy and Finance (by decree), after consultation with the Ministry of Economic Development. Authorisation is granted based on SACE’s report and on the company’s contribution to/involvement in: (i) technological development, (ii) logistics and supply network, (iii) critical and strategic infrastructures, (iv) employment levels and the labour market, and (v) a strategic production chain.

The Ministry of Economy and Finance may adopt further measures (by the abovementioned decree) to provide a higher percentage of coverage of the guarantee.

SACE will regulate the procedures and the documentation necessary to issue guarantees.32

The fees for the issuance of a guarantee are to be calculated as follows:

- loans to SMEs – amount guaranteed: 25 bps in the first year, 50 bps in the second and third, and 100 bps in the fourth, fifth and sixth; and

- loans to others – guaranteed amount: 50 bps in the first year, 100 bps in the second and third,

28 The maximum guaranteed amount is determined referring to the turnover and the personnel costs in Italy and, for company groups, on a consolidated basis. 30 Unlike what is stated in the Liquidity Decree’s technical and illustrative reports, according to the clarification provided by SACE in its guide on how to obtain the guarantee (available in Italian here), the 31 Dec. deadline refers to until when

lenders have to submit guarantee requests to SACE; it does not refer to the issuance of guarantees (which can therefore be issued after) 31 Please see the European Commission’s press release, available here. 27 Law Decree No. 23 of 8 Apr. 2020 allocated EUR 200 bn, of which at least EUR 30 bn to support SMEs, self-employed workers (lavoratori autonomi) and professionals (liberi professionisti). 29 For non-bullet loans, the percentages mentioned apply to the outstanding amount. For company groups, the guarantee percentage is determined by referring to the group’s turnover and personnel costs on a consolidated basis. 32 SACE’s preliminary guidelines expressly state that the procedures for the request and issuance of guarantees will be electronic, on an ad hoc SACE platform.

https://www.sacesimest.it/docs/default-source/comunicati-stampa/2020/decreto-liquidita/leaflet---garanzia-italia.pdf?sfvrsn=b84c5be_2

https://ec.europa.eu/commission/presscorner/detail/en/ip_20_655

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the buyback of shares in 2020.

(vi) A lender’s total outstanding exposure with a borrower after granting a new loan, secured by the guarantee, must be higher than the outstanding exposure on 9 Apr. 2020, adjusted by the exposure reductions between 9 Apr. 2020 and the signing date of the new loan in accordance with the contractual terms established between the parties before 9 Apr. 2020.

SACE’s obligations under these guarantees are automatically secured by first-demand, without recourse, unconditional, irrevocable state guarantees covering the principal amount, interest and any ancillary charges, after deduction of commissions for those guarantees.

SACE carries out the activities related to enforcing guarantees and credit recovery on behalf of the Ministry of Economy and Finance, inc. by delegating tasks to banks, national and international financial institutions and other authorised Italian credit institutions.

and 200 bps in the fourth, fifth and sixth.

With regard to fees for granting loans secured by this guarantee, the article stipulates that the fees must be less than what the lender(s) would have charged – as documented and certified by an authorised representative of the lender – for a similar loan but not secured by the guarantee. The article goes on to specify that the reduction must be at least equal to the difference between: (i) the fees that the lender(s) would have charged – as documented and certified by an authorised representative of the lender – for a similar loan but not secured by the guarantee; and (ii) the fees for the guaranteed loan.

The Ministry of Economy and Finance may adopt further measures (by a non-regulatory decree) to provide further implementation and operational procedures, inc. operational indications for SACE on the management of guarantee issuing activities and verification of compliance with the limits and conditions under this article.

If the European Commission’s “Temporary framework for State aid measures to support the economy in the current COVID-19 health emergency” of 19 Mar. is amended, the eligibility requirements to access to the guarantee and the procedures under this article might be amended by decree of the Ministry of Economy and Finance, acting jointly with the Ministry of Economic Development.

Financial support for companies – Cassa Depositi e Prestiti S.p.A. might be granted a

Art. 1, para. 13, of the Liquidity Decree

Italy-based companies that have recorded a decrease in revenue due to the Covid-19 emergency

The Ministry of Economy and Finance might adopt further measures (by decree to be adopted in accordance with EU law) to enable Cassa Depositi e Prestiti (“CDP”) to benefit from a first-demand, unconditional, irrevocable state

31 Dec. 2020 The guarantees can be granted only by decree of the Minister of Economy and Finance.

Unlike the seemingly non-temporary measure under Art. 57 of the Cura Italia Decree, the effectiveness of this measure is limited both in terms of time (i.e.,

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state guarantee guarantee (which must comply with the prudential supervisory regulations) to cover its current/future exposure – within the overall EUR 200 bn limit allocated for “Financial support for companies – SACE’s guarantee and state counter-guarantee”.

Art. 1 clarifies that CDP’s exposure derives also from first-loss guarantees on loan portfolios granted, in any form, by banks and other authorised Italian credit institutions to Italy-based companies that have suffered a reduction in turnover due to the Covid-19 emergency.

exposure assumed by CDP on or before 31 Dec. 2020) and amount (i.e., up to a maximum of EUR 200 bn, of which at least EUR 30 bn is allocated to support SMEs).

Export, internationalisation and investments – SACE’s insurance and security services

Art. 2, para. 1, points (a) and (b), of the Liquidity Decree

SACE This article amends Art. 6 of Law Decree No. 269 of 30 Sep. 2003 (which governs SACE’s provision of financial support for exports and internationalisation) as follows:

(i) The commitments SACE undertakes on or after 1 Jan. 2021 to provide guarantees for insurance and securities concerning the risks defined as non-market risks under EU regulations will be assumed:

• by the state for 90% of the capital and interest of each commitment, without any solidarity constraint; and

• by SACE for the remaining 10% of the capital and interest of each commitment.

(ii) SACE issues the above securities and insurance in its own name and on behalf of the state.

(iii) The issuance of securities and insurance that could entail high concentration risks, in relation to portfolios entirely insured by

N/A This new co-insurance system will be based on the following steps:

(i) The Budget Law defines the cumulative limits on the assumption of commitments by SACE and the Ministry of Economy and Finance on behalf of the state.

(ii) The Interministerial Committee for Economic Planning annually approves the plan of activities and the risk limit system; the committee also determines which transactions have a concentration risk for which the Ministry of the Economy and Finance’s approval is required to issue guarantees.

(iii) SACE and the Ministry of the Economy is expected to sign a ten-year agreement to govern the report and the procedures for the issuance of guarantees and insurance coverage by SACE, among other things. The Interministerial Committee for Economic Planning will have to approve this agreement by resolution, upon the proposal of the Minister of Economy and Finance and the Minister of Foreign Affairs and International

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SACE and the Ministry of Economy and Finance, with individual counterparties, groups of connected counterparties or countries of destination is subject to approval by the Ministry of Economy and Finance (by decree), after consultation with the Committee for Official Export Support.

(iv) An Official Export Support Committee33 is to be established and entrusted with the following functions:

• advisory concerning the adoption of the Ministry of Economy and Finance decree referred to in point (iii) above;34 and

• approval of the ten-year agreement (convenzione decennale) between SACE and the Ministry of Economy and Finance.

(v) SACE’s existing commitments on the date of entry into force of the Liquidity Decree (i.e., 9 Apr. 2020) that derive from insurance and security services for risks defined as non-market risks under EU regulations remain governed by the rules

Cooperation’s. It will then be submitted to the Court of Auditors for registration.

33 The committee will comprise the Director General of the Treasury or his/her delegate, the Director General of the Ministry of Foreign Affairs and International Cooperation (co-chair), and six other members appointed by decree of the

Ministry of Economy and Finance on the basis of nominations from the Ministry of Economy and Finance, the Ministry of Foreign Affairs and International Cooperation, the Ministry of Interior, the Ministry of Economic Development, the

Ministry of Defence and the Ministry of Agricultural, Food and Forestry Policies. The committee will replace the one referred to in Decree No. 3245 (as subsequently amended/supplemented) of the Minister of Economy and Finance of 13

Feb. 2015. 34 The Central Insurance Supervisory Authority’s advisory power has been revoked, but the authority maybe involved by the Official Export Support Committee.

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and agreements in force on 7 Apr. 2020, but the state reinsures 90% of each commitment, except for:

(A) those for which an indemnity claim has already been filed or SACE has been notified of the occurrence (or imminent risk of) a claim event (or threat thereof) of a claim event;

(B) those for the cruise operations set out the decree and that are directly secured by the state; and

(C) those relating to non-market risks assumed with respect to transactions involving strategic sectors for Italy or companies of significant national interest in terms of employment levels, turnover or the economy, which can entail high concentration risks for SACE with individual counterparties, groups of connected counterparties or countries of destination – for which the Ministry of Economy and Finance has issued the guarantee within the limits expressly provided for by the decree.

(vi) The commitments SACE undertakes between 9 Apr. and 31 Dec. 2020 remain governed by the rules and agreements in force on 7 Apr. 2020, but the Ministry of Economy and Finance may adopt further measures (by decree) to enable 80% of each commitment to be reinsured by the state, with the exception of the commitments described under points (v),

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(B) and (C) above.

Export, internationalisation and investments – SACE’s insurance and security services

Art. 2, para. 1, point (c), of the Liquidity Decree

Italy-based companies In addition to the ordinary security and insurance services relating to risks in the export and internationalisation sectors, SACE is authorised to issue securities (in any form) in favour of banks, national and international financial institutions and other Italian authorised credit institutions at market conditions and in compliance with EU regulations. The guarantee is intended to secure loans granted by the latter (in any form whatsoever) to companies based in Italy.

This additional guarantee is up to a maximum of EUR 200 bn, with a separate budget from SACE’s ordinary one.

In relation to the commitments, SACE is automatically granted a first-demand state guarantee.

N/A. Lenders cannot directly benefit from the state guarantee because it is exclusively in SACE’s favour.

The Ministry of Economy and Finance, jointly with the Ministry of Foreign Affairs and International Cooperation, and the Ministry of Economic Development, will adopt further measures (by decree) to provide the criteria and methods for SACE to issue these securities and for the state guarantee to be effective.

Support, through guarantee mechanisms, for the liquidity of companies affected by the Covid-19 epidemic

Art. 57 of Cura Italia Decree

• Companies not eligible for the guarantee of the SMEs Guarantee Fund and operate in sectors to be identified by ministerial decree

• Banks and other authorised credit institutions

• CDP

• The following provisions are aimed at facilitating access to financing by entities other than those eligible for the guarantees of the SMEs Guarantee Fund:

- Lending institutions that grant loans to companies (other than those eligible for the Central SMEs Guarantee Fund’s benefits) that have suffered a reduction in turnover due to the Covid-19 health emergency may benefit from CDP’s support through specific instruments, e.g.: funding ceilings (plafond di provvista) and/or guarantees, inc. first-loss guarantees.

- CDP may benefit from an onerous, unconditional and irrevocable State guarantee to cover its exposure to the

N/A • The criteria, terms and conditions for the granting of the support and guarantee instruments, and the related enforcement procedure, will be established by decree of the Ministry of Economy and Finance, in agreement with the Ministry of Economic Development.

• The decree will also identify the sectors in which companies must operate to be eligible. In any case, complementarity with the SMEs Guarantee Fund must be ensured.

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banking sector for up to 80%.

• The Ministry of Economy and Finance has set up a fund to cover the State guarantees granted under this provision, with an initial budget of EUR 500 m for 2020

Financial support for SMEs affected by the Covid-19 epidemic35


• SMEs (as defined above) with registered office in Italy36

• Self-employed

workers (lavoratori

autonomi) and

Professionals

(professionisti) with

VAT No.37.

• SMEs whose debt exposures are already classified as impaired are expressly excluded from the scope of this measure

• SMEs may avail themselves of the extraordinary moratorium instruments listed below for debts to credit institutions by simple request accompanied by a self-certification attesting that they have suffered temporary liquidity shortages as a result of the Covid-19 epidemic:

- For bank overdraft credit facilities (aperture di credito a revoca) and credit lines providing advances on receivables (anticipi su crediti esistenti) existing on or before 29 Feb. (or the date of publication of the decree if later): the total amount granted (i.e., both drawn and undrawn amounts) cannot be revoked in whole or in part until 30 Sept.

- For bullet loans that mature before 30 Sept.: the loan agreements (together with their respective ancillary aspects) are extended to 30 Sept. under the same conditions and without any formalities.

30 Sept. 2020

• SMEs and self-employed workers wishing to benefit from this measure must send a request to the lender accompanied by a self-certification (under Art. 47 of Presidential Decree No. 445/2000) attesting, among others, that they have suffered a partial or total loss of business as a direct consequence of the Covid-19 emergency.

35 This special section of the Central SMEs Guarantee Fund has a budget of EUR 1.73 bn. 36 According to the FAQ of the Italian Ministry of Economy and Finance, as updated on 2 April 2020, it is clarified that, in relation to these SMEs controlled by other company, the requirements of the SME under the Recommendation

2003/361/EC shall be met by the group. 37 The extension in favour of self-employed workers and professionals with VAT No. is expressly allowed by the Italian Ministry of Economy and Finance under the FAQ, as updated on 2 April 2020.

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- For loans and other financings repayable in instalments: instalments or lease payments due before 30 Sept. are suspended until 30 Sept., and their repayment schedule is deferred (together with ancillary aspects, and without any formalities) in a manner that ensures the absence of new or increased charges for both parties

• The above operations are also eligible, at the request of lenders (to be submitted online and with no prior assessment needed), for the free-of-charge, subsidiary guarantee under a special section of the SMEs Guarantee Fund, which can guarantee up to 33% of the amounts drawn or of the extended/suspended instalments

Central SMEs Guarantee Fund38

Art. 49 of the Cura Italia Decree, which was revoked and replaced by Art. 13 of the Liquidity

SMEs (i.e., companies with fewer than 250 employees and an annual turnover of EUR 50 m or less or a total annual balance sheet of up to EUR 43 m),39 and, in accordance with Art. 13 of the Liquidity Decree, companies

Art. 13 of the Liquidity Decree confirms the following temporary measures under Art. 49 of Cura Italia Decree, derogating from the Central SMEs Guarantee Fund:

(i) guarantees are issued free of charge and no fee in the event of non-completion/delay in completion of the financial transaction;

(ii) the maximum amount guaranteed for each company is increased to EUR 5 m, in compliance with EU regulations;

31 Dec. 2020 The effectiveness of the measures set forth under point (I) of the column “Details” was subject to the approval, granted on 14 Apr., of the European Commission, under Art. 108 of the Treaty on the Functioning of the European Union45

No change to the way to request/activate the guarantee; the fund’s operational guidelines (enacted on 15 Mar. 2019) still apply.

Requests must be submitted to, and managed by, the respective lender

38 Fondo di Garanzia PMI; see Art. 2, para. 100, point a, of Law No. 662 of 23 Dec. 1996. On 29 Mar. 2020, the Italian Ministry of Economy and Finance announced the constitution of a task force with the Italian Banks’ Association, MCC (the

operator of the fund) and the Central Bank of Italy to ensure the application of the measures; the task force was established in the first week of Apr. 39 Art. 2 (Staff headcount and financial ceilings determining enterprise categories) of the annex to Recommendation 2003/361/EC (pp. 36–41 in the EU’s Official Journal, L 124, 20 May 2003) sets out the definition of micro, small and

medium-sized enterprises at European level.

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Decree with up to 499 employees.40

The Liquidity Decree confirms that companies with exposure classified as “non-performing” are excluded from benefiting from the guarantee, but it extends the measure to those that:

(i) have, on the date of request for the guarantee, unlikely-to-pay or past due or impaired (scadute o sconfinanti deteriorate) debts, provided that the classification does not precede 31 Jan. 2020;

(iii) the percentages of coverage for each company are increased for both direct guarantees and reinsurance (80% and 90%, respectively);

(iv) the guarantee can be issued also if debt renegotiation transactions have been carried out if, in the re-negotiations, additional credit is granted for at least 10% of the debt being renegotiated;

(v) the term of the guarantee is automatically extended if loan repayment instalments are suspended due to the Covid-19 emergency;

(vi) the evaluation of the ‘trend form’ (modulo andamentale) is excluded for the purpose of accessing the fund;

(vii) the guarantee may, subject to conditions, be combined with other forms of guarantees securing financing related to real estate investments in the hospitality/tourism and real estate sectors; and

(viii) the proportion of the junior tranche

However, if the new financing referred to in point (A)(a) of the column “Details” exists, the Central SMEs Guarantee Fund automatically grants assistance, without assessment, if the lender has applied the conditions mentioned in this article.46 In this case, the lender grants the guaranteed financing subject to formal verification that the conditions are satisfied.

The article expressly states that if the anti-mafia documentation relating to the beneficiary (legal entity) is not immediately available at the time of application, the guarantee will be granted in accordance with the fund’s procedures, but the issuance of the guarantee will be subject to receipt of the required anti-mafia documentation.

45 Please see the European Commission’s press release, available here. 40 As also clarified in the Council of Ministers’ Press Release No. 39 of 6 Apr. 2020 (see here). Art. 13 allows the Central SMEs Guarantee Fund to “provide liquidity also for companies with up to 499 employees” (thus derogating from the

limit of 250 employees to be classified as an SME, in Recommendation 2003/361/EC); it is unclear whether these companies shall must comply with the financial requirements under Recommendation 2003/361/EC (i.e., a maximum annual

turnover of EUR 50 m or a maximum annual balance sheet of EUR 43 m). Based on a literal interpretation, these requirements do not seem to apply. 46 Point J) reads as follows: “An interest rate, in the case of a direct guarantee, or a total guarantee premium in the case of reinsurance, which takes into account only the costs of appraisal and management of the financial transaction and, in any

case, does not exceed hours at the Rendistato rate with residual maturity of between 4 years and 7 months to 6 years and 6 months, increased by the difference between the 5-year bank CDS and the 5-year ITA CDS, as defined in the framework

agreement for the financial advance as a pension guarantee referred to in Art. 1, paras. 166–178. of Law No. 232, increased by 0.2%”.

https://ec.europa.eu/commission/presscorner/detail/en/ip_20_656

http://www.governo.it/it/articolo/comunicato-stampa-del-consiglio-dei-ministri-n-39/14417

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and

(ii) have, after 31 Dec. 2019, been admitted to a pre-bankruptcy arrangement with creditors that entails business continuity (concordato con continuità aziendale) (under Art. 186-bis of Royal Decree 267/1942), have entered into debt restructuring agreements (accordi di ristrutturazione dei debiti) (under Art. 182-bis of Royal Decree 267/1942), or have submitted a certified debt

covered by the fund may be increased by 50% (70% if additional guarantors are involved in relation to guarantees given on funding portfolios dedicated to companies damaged by the Covid-19 emergency, or belonging at least 60% to specific sectors/branches affected by the epidemic).

The Liquidity Decree also envisaged, among others, the following additional derogations from the ordinary provisions and temporary measures:

I. The thresholds, with reference to the measures under point (iii) above, will be raised to 90% and 100% (for direct guarantees and reinsurance, respectively), subject to the European Commission’s authorisation, for financial transactions with a term of up to 72 months and that comply with certain requirements.41

II. The automatic extension of the term of the guarantee, with reference to measures under point (v) above, also applies if the maturity date of the loan has been suspended (not only if a moratorium/suspension exists).

III. Measures are introduced also regarding

41 The Liquidity Decree stipulates that the total amount of the financial transactions must not exceed:

1) double the beneficiary’s annual wage and salary costs (inc. social security contributions and the cost of personnel working at the company’s premises but on the payroll of subcontractors) for 2019 or the last year available;

2) 25 % of the beneficiary’s total 2019 turnover; and/or

3) the requirements for working capital and investment costs in the following 18 months for SMEs and in the following 12 months for enterprises with up to 499 employees.

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restructuring plan (piano attestato di risanamento) (under Art. 67 of Royal Decree 267/1942), provided that their exposure on 9 Apr. 2020 would not have led to their classification as impaired, that they will not have any outstanding debt after applying the granting measures, and

guarantees granted on investment portfolios dedicated to companies damaged by the Covid-19 emergency in which at least 20% are companies with a maximum rating of “BB” on the Standard’s and Poor’s rating scales on the date of inclusion of the transaction in the portfolio.42

IV. New medium-/long-term financing transactions43 for a maximum of 25% of the beneficiary’s revenues and a maximum of EUR 25 k, and whose repayment (by capital fate) does not begin until 18/24 months after disbursement, in favour of SMEs or natural persons carrying on business, arts or professions that have been damaged by the Covid-19 emergency may benefit from the guarantee with 100% coverage for both direct guarantee and

42 These are the main measures:

a) the maximum amount of the loan portfolios is raised/loan portfolios raise their maximum amount to EUR 500 m;

b) loans for the term and amount set out in Art. 13, para. 1, point c), of the Liquidity Decree may be approved and disbursed by the lender before requesting the guarantee on a loan portfolio provided that the loan was not approved

before 31 Jan. 2020;

c) beneficiaries are admitted without assessing the fund manager’s creditworthiness;

d) the junior tranche of the loan portfolio’s detachment point and thickness must be determined using the probability of default calculated by the applicant on the basis of its internal models;

e) the guarantee must cover up to 90% of the junior tranche of the loan portfolio;

f) the portion of the junior tranche the fund covers may not exceed 15% of the loan portfolio, or 18% if the portfolio is for loans granted for research, development and innovation projects and/or investment programs;

g) the fund, in relation to individual funding included in the guaranteed portfolio, shall cover 90% of the loss recorded on the individual funding; and

h) financing may also be granted to enterprises in regions where the intervention of the SME Guarantee Fund has been limited to the counter-guarantee of regional guarantee funds and collective guarantee consortia. 43 This provision clarifies that the term “new loan” may be used when, following granting, the lender’s total exposure of the to the borrower is higher than the number of exposures held on 9 Apr. 2020, adjusted for reductions in exposures

between the two dates as a result of the contractual settlement established between the parties before 9 Apr. 2020 or by the borrower’s independent decision.

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that the bank, on the basis of the analysis of the debtor’s financial situation, can reasonably expect that the exposure will be repaid in its entirety when due.

reinsurance.

V. Financial transactions executed and paid out by the lender up to 3 months after the date of the application and after 31 Jan. 2020 may benefit from the guarantee. In this case, the lender must provide the fund manager a statement of the reduction in the interest rate applied to the secured loan as a result of the guarantee.

VI. The fund’s guarantee may be combined – under certain conditions – with other forms of guarantee granted by other third parties, up to 100% coverage for borrowers44 whose businesses have been affected by the Covid-19 emergency, whose revenues are EUR 3 m maximum, and which benefit from loans of up to a maximum of 25% of the revenues.

Financial support for companies


• Companies that assign impaired receivables (i.e., for which payment is more than 90 days overdue) against payment (a titolo oneroso)

• The measure does

• Assignors may convert deferred tax assets (DTAs) into a tax credit (effective from the date of assignment) if the DTAs relate to:

- tax losses not yet calculated as a reduction in taxable income under Art. 84 of the Italian Income Tax Code (without considering the limits envisaged for entities benefitting from a profit exemption scheme); and

- economic growth support (ACE, Aiuto alla Crescita Economica) surpluses not yet deducted

This measure applies to all assignments of impaired receivables against payment carried out by 31 Dec. 2020

• The conversion is optional and is subject to the exercise of the option rights under Art. 11, para. 1, of Law Decree No. 59 of 3 May 2016, which entails payment of a fee if an actual tax payment does not correspond to the DTAs.

• The conversion does not require the DTAs relating to the relevant items (i.e., ACE losses or surpluses) to be recorded in the financial statements.

• Tax credits do not generate interest, do not

44 The article refers to “borrowers”, without distinguishing between SMEs, other types of companies or individuals.

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not apply to:

- companies that have been declared bankrupt or insolvent; or

- intercompany assignments of receivables

or received through tax credit.

• For the purposes of conversion into a tax credit:

- the above items may be considered for no more than 20% of the nominal value of the assigned receivables; and

- the nominal value of the assigned receivables may be considered for a maximum of EUR 2 bn, taking into account all assignments carried out by 31 Dec. (inc. intercompany assignments).

• From the effective date of the assignment:

- losses relating to convertible DTAs may not be calculated as an income tax reduction; and

• ACE surpluses relating to convertible DTAs are neither deductible nor receivable through tax credit.

contribute to the constitution of the tax base and may be:

- offset without limit of amount;

- transferred under Arts. 43-bis or 43-ter of Presidential Decree No. 602/1973; or

- requested for refund.

Implementation of First Home Mortgage Solidarity Fund47


Art. 12 of the Liquidity

• Self-employed workers (lavoratori autonomi)

• Professionals (liberi professionisti)

• Employees (lavoratori subordinati e

• The following temporary measures derogate from the fund’s ordinary provisions:

- Self-employed workers and professionals49 are eligible for a suspension of mortgage payments for up to 18 months50 if they self-certify that they have recorded, in a quarter following 21 Feb. (or in the shorter period between

17 Dec. 2020 and

9 Jan. 2021 with reference to loans under the third bullet of the column “Details”

Applications for suspension must be submitted directly to the lending bank using the forms available on the following websites:

• www.dt.tesoro.it

• www.consap.it

The lending bank submits the application to the public

47 This fund (Fondo Solidarietà Mutui Prima Casa, also known as Fondo Gasparrini) was set up by the Ministry of Economy and Finance for first-home buyers. It enables employees who took out a mortgage loan to purchase their first home to

suspend mortgage payments for up to 18 months if they find themselves in a temporary difficult financial situation.

http://www.dt.tesoro.it/

http://www.consap.it/

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Decree parasubordinati) already benefit from this measure48

the date of application and 21 Feb.), a 33% or more decrease in revenue compared to the last quarter of 2019, and that the decrease is due to closure or restriction of their work following Covid-19 emergency measures.

- Access to the fund does not require submission of the Equivalent Economic Situation Indicator (ISEE);

- art. 12 of the Liquidity Decree states that for a period of nine months from the date of entry into force of the decree (i.e. until 9 January 2021) loan that have been amortised for less than one year may benefit from the provisions set forth under this article.

company in charge of providing public insurance services (CONSAP S.p.A.), which authorises the suspension after verifying the applicant’s eligibility

Amendments to the Savers Indemnity Fund51


Holders of shares/bonds issued by banks placed in compulsory administrative liquidation between 16 Nov. 2015 and 1 Jan.

• The following temporary measures derogate from the ordinary provisions:

• Savers can receive an advance payment (i.e., pending finalisation of the allocation plan (piano di riparto)) of the indemnity due to them for up to 40% of the indemnity

N/A Applications and related attachments must be submitted online

(https://fondoindennizzorisparmiatori.consap.it), from Aug. 2019 until 18 Jun. 2020

49 Pursuant to the discipline set forth under the Ministerial Decree issued by the Italian Ministry of Economy and Finance on 25 March 2020, (i) the eligible self-employed works are those who carry out an activity captioned under art. 1 of

Italian Law No. 81/2017; and (ii) the eligible professionals are those registered with professional bodies or members of professional associations registered with the Italian Ministry of Economic Development under Italian Law No. 4/2013 as

certified according to such Law. 50 According to Art. 5 of the Ministerial Decree issued by the Italian Ministry of Economy and Finance on 25 March 2020, in calculating the maximum period of the suspension (18 months), it shall be not considered any possible suspension

previously applied to the financing, provided that the reimbursement of such financing has been duly performed by the debtor during the last three months. 48 Art. 26 of Law Decree No. 9 of 2 March 2020 also extends the fund’s scope by adding “suspension from work or reduction in working hours for at least 30 days” to the reasons that can be invoked to support a suspension request. 51 Fondo Indennizzo Risparmiatori, instituted by Law No. 145 of 30 Dec. 2018 (as amended and supplemented) in accordance with and for the purposes of Law No. 58 of June 2019 and Law No. 169 of 27 Dec. 2019.

https://fondoindennizzorisparmiatori.consap.it/

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2018, as defined in Art. 1, para. 494, of Law No. 145 of 30 Dec. 2018 (“Savers”)

decided by the Technical Commission (as identified in the 2019 budget law).

• The deadline for submission of advance payment claims is extended from 18 Apr. to 18 June.

Suspension of repayment terms for Fund 394/8152


Companies benefitting from subsidised loans under Fund 394/81

• Payment of principal and interest on instalments due in 2020 of subsidised loans granted under Fund 394/81 may be suspended for up to 12 months

• This suspension does not appear to automatically go into effect at the debtor’s request but is subject to the fund’s evaluation

31 Dec. 2020 • No indication provided as to the operational procedures to activate the benefit; nor does it leave the regulation of these aspects to implementing measures.

• The ordinary communication methods should be followed in the absence of specific directives.

Support for Italian regions’ purchase of goods needed to cope with the Covid-19 epidemic


• Foreign companies supplying regions with goods related to the management of the Covid-19 health emergency

• Italian and foreign banks and financial institutions

• SACE S.p.A.

• SACE is temporarily authorised to issue guarantees and insurance cover – at market conditions and that may, in turn, benefit from a State guarantee – to the following entities:

- foreign companies supplying the regions with goods related to the management of the Covid-19 emergency; and

- Italian and foreign banks and financial institutions that comply with adequate principles of supervision, capitalisation and operations, for loans granted in any form to finance the activities under the above bullet point and any related activities.

When the Covid-19 health emergency is over

SACE will set out the operational procedures based on its own governance rules and within the limits indicated annually by the budget law.

52 This fund (set up under Art. 2, para. 1, of Law Decree No. 251 of 28 May 1981) is managed by Simest S.p.A. to support the internationalisation of exporting companies. As also set out in the explanatory memorandum to the Cura Italia

Decree, this measure will affect 1,457 companies in all sectors.

Measure



Internationalisation Art. 72 of Cura Italia Decree

All companies • The “Integrated Promotion Fund”53 is to be established to carry out, among others, the following initiatives:

- extraordinary communication campaign to support exports and internationalisation in the agri-food sector and other sectors affected by the Covid-19 health emergency;

- co-financing of promotional initiatives aimed at foreign markets; and

- creation of a separate section under Fund

394/8154 for the granting of non-repayable co-financing of up to 50% to companies benefitting from subsidised loans under Fund 394/81.

• To streamline and speed up the procedures for awarding supply, works and service contracts relating to the above initiatives, negotiated procedures may be used without prior publication of the notice (in accordance with Art. 63, para. 6, of the Public Procurement Code).

The derogation from the Public Procurement Code applies until 31 Dec. 2020

The fund’s operational procedures and purposes will be set out by decree of the Ministry of Foreign Affairs and International Cooperation, in agreement with the Ministry of Economy and Finance.

Support for the

agricultural and


Agricultural

enterprises, fisheries

and aquaculture

• A fund is to be established to ensure the

business continuity of eligible enterprises.55

N/A The fund’s criteria and methods of operation and

implementation will be set out by one or more decrees

of the Ministry of Agricultural, Food and Forestry

53 The fund has an initial allocation of EUR 150 m for 2020. 54 For more on Fund 394/81, please see this document’s commentary on Art. 58. 55 This fund is set up by the Ministry of Agriculture, Food and Forestry, with a budget of EUR 100 m for 2020.

Measure



fisheries sector enterprises

• The fund is set up for:

- total coverage of interest expenses on bank loans for working capital and debt restructuring;

- coverage of interest expenses accrued over the last two years on loan agreements entered into by eligible enterprises; and

- temporary suspension of fishing activity.

• The percentage of advances due to companies

entitled to access CAP funding56 may also be increased by between 50% to 70%.

Policies, in agreement with the Permanent Conference

for relations between the state, the regions and the

autonomous provinces of Trento and Bolzano.

Emergency funds

for the

entertainment,

cinema and

audiovisual sectors


Companies operating

in the entertainment,

cinema and audiovisual

sectors

Two funds are to be established for

emergencies in the entertainment, cinema and

audiovisual sectors,57 to support these sectors

following the restrictive measures taken to cope

with Covid-19 health emergency.

N/A

The operational procedures and the methods of

allocation of resources to eligible companies will be

set out by decree of the Ministry of Cultural Heritage

and Activities and Tourism, which is to be adopted by

16 Apr. 2020

56 CAP stands for the EU’s Common Agricultural Policy, which is the set of rules that the EU has established for the agricultural sector. 57 These funds are envisaged in the Ministry of Cultural Heritage and Activities and Tourism’s budget, with an endowment of EUR 130 m for 2020.

Measure



Budget increase for

the Aviation Sector

Solidarity Fund58


Companies operating

in air transport and

airports

Two funds are to be established for emergencies in

the entertainment, cinema and audiovisual

sectors,59 to support these sectors following the

restrictive measures taken to cope with Covid-19

health emergency.

The benefits under para. 2 of this article are effective from 17 Mar. to 31 Dec.

• The fund’s operational structure is unchanged; thus, the existing guidelines apply.

• A special agreement must be entered into, with regard to the benefits under para. 2, at the governmental level involving the Ministry of Labour and Social Policies, the Ministry of Infrastructure and Transport, the Ministry of Economic Development and the region concerned.

58 This fund was established under Art. 1-ter, para. 1, of Legislative Decree. No. 249 of 5 October 2004, with the main purpose of encouraging the change/renewal/update of professional skills and implementing active policies to support the

income and employment of workers in the aviation sector. 59 These funds are envisaged in the Ministry of Cultural Heritage and Activities and Tourism’s budget, with an endowment of EUR 130 m for 2020.

Tax measures to support the liquidity of families and businesses

Measures Regulatory References


Tax credit for 2020 for sanitation of offices, equipment and safety devices

Art. 64 of Cura Italia Decree and Art. 30 of Liquidity Decree

Companies, sole entrepreneurs and professionals

The Liquidity Decree extends the tax credit for sanitation of offices and equipment introduced by the Cura Italia Decree to expenses incurred in 2020 for:

• personal protective equipment (e.g., surgical masks, Ffp2 and Ffp3, gloves, protective visors and protective goggles, protective suits and shoes, hand cleaners, and disinfectants); and

• other safety devices designed to protect workers from accidental exposure to biological agents or to ensure interpersonal safety distances (e.g., barriers and protective panels).

Amount: 50% of the expenses – up to a maximum of EUR 20 k for each taxpayer.

Expenses must be properly documented.

• The application procedure will be regulated by a ministerial decree to be issued within 30 days from the entry into force of the Cura Italia Decree.

• EUR 50 m is the overall amount available (after the Liquidity Decree, the overall available resources remain unchanged).

Tax credit for 2020 for shops


Companies and sole entrepreneurs who run their business from properties under the cadastral category C1 (shops)

Amount: 60% of the rent for Mar. The credit can be offset exclusively against taxes due.

The tax credit is not available to taxpayers that provide the essential services listed under annexes 1 and 2 of the PMD 11 March (e.g., pharmacies, para-pharmacies and grocery shops).

Tax incentives for donations in cash and in kind


Companies and sole entrepreneurs

• Donations in cash and in kind are fully deductible for corporate and regional tax purposes.

• Donations in kind do not trigger any taxable proceeds/capital gains .

• Donations in kind are not subject to gift tax.

Donations are deductible for the regional tax purposes in the financial year they are made.

The tax incentives apply to donations (in cash or in kind) to the state, regions, local governments, public bodies, private foundations, etc., to help combat the Covid-19 pandemic.

Extension of 16 Mar. deadline for tax payments

Art. 60 of Cura Italia Decree and Art. 21 of Liquidity

All taxpayers The Liquidity Decree extends the 20 Mar. extension to the deadline under the Cura Italia Decree to 16 Apr.

Penalties and interest do not apply. The extension applies to all payments due to public administrations, inc. social security contributions and compulsory



Decree insurance premiums.

Extension of time limits for tax compliance

Art. 62, paras. 1 and 6 of Cura Italia Decree

Taxpayers whose tax domicile, registered office or place of management is in Italy

• Time limits expiring between 8 Mar. and 31 May are extended to 30 Jun.

• The normal deadlines for filing “pre-completed” tax returns still apply.

Penalties do not apply.

The suspension does not apply to tax payments or withholding taxes.

Extension of deadline for payment of VAT, withholding taxes and contributions for taxpayers in the most affected industries


• Taxpayers in the tourism sector (e.g., travel agencies and tour operators) whose tax domicile, registered office or place of management is in Italy

• Taxpayers in the fields of sports, arts and culture, transport, restaurants, education and assistance, management of fairs and events, etc.

• Time limits for payment of withholding taxes and contributions expiring within 30 Apr. deferred to 31 May; time limits expiring within 31 May deferred to 30 Jun for sports associations and clubs.

• VAT payment due in Mar. deferred to 31 May.

• Payment must be made in a lump sum by 31 May or in up to five monthly instalments (the first on 31 May); 30 Jun. for payment of withholding taxes and contributions by sports associations and clubs.

• Penalties and interest do not apply.

The extension applies to:

• withholding taxes on employment income and income assimilated to that of employees;

• compliance obligations, social security contributions and compulsory insurance premiums; and

• VAT due in Mar.

Extension of deadline for payment of VAT, withholding taxes and contributions for taxpayers with significant reductions to their turnover

Art. 18 of Liquidity Decree

(A) Companies, sole entrepreneurs and professionals with tax domicile, registered office or place of management in Italy and whose turnover in Mar. and/or Apr. 2020:

a) is at least 33% lower than their turnover

For taxpayers under (A) and (B), payment deadlines expiring in Apr. and/or May 2020 are extended to 30 Jun. if related to:

(a) withholding taxes on employment income and income assimilated to that of employees and withholdings taxes related to regional and municipal surcharges;

(b) VAT; and

(c) social security contributions and compulsory insurance premiums.

For taxpayers under (C), the extension to 30 Jun. applies only to the payments listed under (a)

• Payment must be made in a lump sum by 30 Jun. or in up to five monthly instalments (starting from 30 Jun.).


Based on the tax authority’s Circular No. 9/E of 13 April 2020, for taxpayers under (A) who suffer from a qualifying reduction in their turnover only in Mar. or Apr. 2020, the extension to 30 Jun. applies:

• if the reduction occurs in Mar. 2020: only to deadlines expiring in Apr. 2020; or

• if the reduction occurs in Apr. 2020: only to



in Mar. and/or Apr. 2019 (if their 2019 revenues did not exceed EUR 50 m); or

b) is at least 50% lower than their turnover in Mar. and/or Apr. 2019 (if their 2019 revenues exceeded EUR 50 m).

(B) Companies, sole entrepreneurs and professionals who started their business after 31 Mar. 2019; without requiring, in this case, a decrease in their turnover.

(C) Non-commercial entities, inc. third-sector entities and civilly recognised religious organisations, that carry out non-business activities in the general interest.

(D) Companies, sole entrepreneurs and

and c) above.

For taxpayers under (D) that do not also fall under categories referred to under (A) or (B), the extension to 30 Jun. applies only to the payments listed under (b).

deadlines expiring in May 2020.

The Revenue Agency, INPS, INAIL and the other social security bodies will cooperate to verify the requirements to benefit from the deadline extension.

Taxpayers who do not benefit from this deadline extension can still benefit from:

a) extension to 31 May of deadlines expiring in Apr. under Art. 8, para. 1 of Legislative Decree of 2 March 2020, no. 9 and Art. 61, paras. 1 and 2, of the Cura Italia Decree (taxpayers in the most affected industries); and

b) extension to 30 Jun. of deadlines expiring in Apr. and May under Art. 61, para. 5 of the Cura Italia Decree (sports associations and clubs).



professionals with tax domicile, registered office or place of management in the provinces of Brescia, Bergamo, Lodi, Piacenza and Cremona whose turnover in Mar. and/or Apr. 2020 is at least 33% lower than their turnover in Mar. and/or Apr. 2019 (regardless of their 2019 revenues).

Non-application of penalties or interest in the case of insufficient advance payments of personal/corporate income tax and regional tax


Taxpayers subject to personal/corporate income tax and regional tax.

• Penalties and interest do not apply if down payments for FY 2020 are equal at least to 80% of payments actually due on the basis of the tax return.

• The provision applies also to IVIE, IVAFE and flat-rate tax on rental rates (cedolare secca).

Extension of time limits for payment of VAT, withholding taxes and contributions for small businesses

Art. 62, paras. 2, 3 and 5 of Cura Italia Decree

Companies, sole entrepreneurs and professionals whose:

• turnover was lower than EUR 2 m in 2019; or

• tax domicile, registered office or place of management is in

• Time limits expiring between 8 Mar. and 31 Mar. are extended to 31 May.

• Extension only to VAT for taxpayers whose tax domicile, registered office or place of management is in the provinces of Bergamo, Cremona, Lodi or Piacenza (regardless of turnover amount)

• Payment must be made in a lump sum by 31 May or in up to five monthly instalments (from the first on 31 May).



• withholding taxes on employment income and income assimilated to that of employees and withholdings taxes related to regional and municipal surcharges;

• social security contributions and for compulsory insurance premiums; and



the provinces of Bergamo, Cremona, Lodi or Piacenza (regardless of turnover amount)

• VAT.

Extension for withholding tax on self-employment income and commissions


Taxpayers whose tax domicile, registered office or place of management is in Italy and:

• whose revenues did not exceed EUR 400 k in the 2019 FY; and

• who did not incur expenses for employees in the previous month.

Taxpayers may opt to not have payments received between 17 Mar. and 31 May be subject to deduction at source.

• To opt for this regime, taxpayers must notify the withholding agent.

• Taxpayers who benefit from this regime must directly to the withholding taxes to the tax authority that were not applied by the withholding agent, in a lump sum by 31 May or in up to five monthly instalments (the first on 31 May).


This provision extends the duration of the regime under Art. 62, para. 7, of the Cura Italia Decree, which is contextually repealed.

Confirmation of extension of time limits for tax compliance obligations and tax payments for taxpayers in the former “red zones”

Art. 62, paras. 4 and 5 of Cura Italia Decree

Taxpayers whose tax domicile, registered office or place of management is in the former “red zones”

Extension of time limits expiring between 21 Feb. and 31 Mar. to 31 May is confirmed.

• Payment must be made in a lump sum by 31 May or in up to five monthly instalments (the first on 31 May).



• tax obligations, inc. those deriving from payment orders and assessment notices; and

• deduction at source on employment income and income assimilated to that of employees and on remuneration paid by the state.

Suspension of payments to the agent for collection


All taxpayers The terms of payments falling due in the period from 8 Mar. 2020 to 31 May 2020 are suspended.

Payments are made in a lump sum by 30 June 2020.

The suspension refers to tax and non-tax receipts, collected through a collection notice, executive assessment notice or debit notice issued by social security institutions.



Mention for taxpayers who fulfil their obligations


All taxpayers Mention on the MEF’s website. The “mention” is awarded to taxpayers that fulfil their tax payment obligations irrespective of one or more of the extensions under the decree.

The measure will be implemented by the MEF through a ministerial decree.

Bonus for

employees


Employees whose 2019 employment income did not exceed EUR 40k

Amount: EUR 100 for Mar. The amount is determined based on the days the employee effectively spent at his/her workplace in Mar., on a pro-rata basis.

The bonus is automatically paid by the employer, which can then offset the amount against taxes due.

The credit is not subject to income tax in the hands of the employee.

Tax credit for 2020

for advertising

investments

Art. 98, para. 1 of Cura Italia Decree

Companies, sole entrepreneurs, professionals and non-commercial entities

Amount: 30% of the value of 2020 advertising investment (instead of 75% of “incremental” investment under the ordinary regime under Art. 57-bis of Law Decree No. 50 of 24 April 2017).

• The credit can be offset exclusively against taxes due.

• The credit cannot be cumulated with any other tax benefits granted for the same expenses.

• Expenses must be certified by statutory auditors.

• Taxpayers who want to benefit from the credit must file a communication between 1 Sep. and 30 Sep. (communications already filed between 1 Mar. and 31 Mar. under the ordinary regime remain valid).

• The credit is granted for investments in advertising campaigns carried out in the daily and periodical press (inc. online newspapers) and on local television and radio stations. The value of the investments must be at least 1% higher than that for last year.

• The implementing regulations are under Prime Ministerial Decree No. 90 of 16 May 2018 (insofar as it is compatible with the new regulations – see Art. 3, which lists the expenses that can benefit from the tax credit).

• The credit will be granted to taxpayers in accordance with the EU regulations on “de minimis” State aid.

• The credit will be granted to taxpayers based on the overall available resources of the Fund



for Pluralism and Innovation, which the prime minister will determine by 30 Sep.

Donation of medicines for compassionate use


Companies and sole entrepreneurs

Donation of medicines for compassionate use is subject to the following favorable regime:

• for VAT purposes, the presumption of sale under Art. 1 of Presidential Decree No. 441/1997 does not apply; and

• for income tax purposes, the donation does not trigger taxable proceeds in the hands of the taxpayer.

The regime applies to the medicines listed in the Ministry of Health Decree of 7 Sept. 2017, published in Official Journal No. 256 of 2 Nov. 2017, that are authorised by the competent ethics committee and donated to any of the subjects listed in Art. 3 of the same decree.

Extension of deadlines for electronic delivery and submission of withholding tax certificates (Certificazione Unica 2020)


Withholding agents • Deadline for the delivery to the interested parties of the certificates on employment and self-employment income is extended from 16 Mar. to 16 Apr. 2020.

• Penalties for failure to submit the certificates to the tax authority by 31 Mar. do not apply if they are electronically submitted by 30 Apr. 2020.

Art. 1, para. 3, of Legislative Decree No. 9 of 2 Mar. 2020 extends the deadline for the submission of the certificates to the tax authority from 16 to 31 Mar. 2020.

Extension of the validity of certificates required by Art. 17-bis, para. 5 of Legislative Decree No. 241/1997


Contractors and subcontractors entitled not to apply the special regime under Art. 17-bis of Legislative Decree No. 241/1997.

The validity of the certificates related to the requirements for the non-application of the regime, issued by the tax authority by 29 Feb. 2020, is extended to 30 Jun. 2020 (to avoid taxpayers accessing the tax authority’s offices).

Suspension of time limits related to the special regime for first-time home buyers


Taxpayers who benefit from the special regime for first-time home buyers.

The following time limits are suspended from 23 Feb. to 31 Dec. 2020:

• the 18-month time limit that starts running from the purchase of the first home, within which time the taxpayer must transfer residence to the municipality where the



home is located (para. 1, point a), of note II-bis set out in Art. 1 of the Tariff, Part One, attached to DPR No. 131/1986);

• the one-year time limit within which the taxpayer must purchase another property to be used as his/her first home following the sale of the original first home in the five years following purchase (para. 4 of note II-bis mentioned above);

• the one-year time limit within which the taxpayer must resell the first home if it purchases a new property (under the regime) to be used as the first home (para. 4-bis of note II-bis mentioned above); and

• the one-year time limit that runs from the sale of the first home within which time the taxpayer must buy a new property to be used as the first home to obtain a tax credit for the amount of the registration tax and VAT paid on the previous purchase (Art. 7 of Law No. 448/1998).

Measures regarding delays and non-fulfilment of contractual obligations due to measures to contain the virus, advance payments for public contracts and administrative procedures

Measure


Beneficiaries


Notes

Advance payments under the Public Contracts Code extended to urgent works


Companies that are parties to public contracts for works, services and supply

Amount: 20% of the contract value.

• Requests must be submitted to the contracting authority.

• All the necessary steps for the release of the bank guarantee/insurance surety required by law must be completed to receive advance payment.

Advance payments are made within 15 days from the beginning of the works.

Suspension of the time limits on administrative procedures

Art. 103, para. 1 of Cura Italia Decree and Art. 37 of the Liquidity Decree

Companies in procedures underway on 23 Feb. or started after that date

Art. 37 of the Liquidity Decree extends the suspension of the time limits under the Cura Italia Decree to 15 Apr.

Term: 23 Feb.–15 Apr.

• Consider the suspension in business planning.

• Consider the suspension’s impact on existing contracts.

• Submit a reasoned request to the competent authority for expeditious conclusion of a procedure due to urgency.

The suspension applies to:

• procedures initiated at the request of a party or ex officio

• procedures to be concluded by tacit assent/implicit rejection; and

• procedures managed by public administrations in the strict sense or parties considered equivalent to those.

Extension of validity of expiring certificates, permits, concessions, authorisations/licences and other permissions


Companies with certifications, permits, concessions, authorisations/licences and other permissions that expire between 23 Feb. and 15 Apr.

Term: until 15 Jun. Consider the extension in planning business activities.

No exceptions apply.

Measure


Beneficiaries


Notes

Provisions concerning

delays in the

performance of

contracts or breach of

contract due to the

implementation of

Covid-19 containment

measures

Art. 91, para. 1, of Cura Italia Decree

Companies Compliance with the Covid-19 containment measures might exclude liability for delays/breach of contract.

Keep documentation proving implementation of Covid-19 containment measures.

Applicability requires a case-by-case assessment.

Suspension of enforcement of eviction orders on tenants of residential and non-residential property

Art. 103, para. 6, of Cura Italia Decree

Companies enforcing/subject to eviction orders

Term: until 30 Jun.

Analysis of the applicable remedies in contractual relationships and of the measures regarding debt securities (titoli di credito)

Area of responsibility Critical issues Guidelines

Contractual relationships with suppliers and clients.

Total or partial non-performance.

• Assess suspending performance due to temporary impossibility to fulfil contractual obligations.

• Assess negotiating a reduction to the consideration to restore the economic-financial balance of the contract;

• Asses terminating the contract (if the subject matter is such that recipient of the service is unwilling to reduce the consideration).

• Assess whether civil-law principles of exemption of liability apply (i.e., when a contract cannot be performed for reasons beyond the obligor’s control, e.g., a force majeure event).

• Assess terminating the contract on the ground that performance has become excessively burdensome (hardship clause).

• Terminate the contract on the ground that its underlying assumptions no longer exist for either party.

Evaluate the appropriateness of termination on a case-by-case base, taking due account of the extent of the financial impact on the business. The suitability of the abovementioned remedies must be assessed on a case-by-case basis, considering the peculiarities of the contractual relationship and the impact of the emergency on the financial balance between the parties. Uncertainty about the duration of the emergency and further containment measures makes it even more difficult to identify (once and for all) the specific remedy applicable in the case of a serious but temporary concentrated financial imbalance between the parties under the contract. However, the debtor’s decision to ask the creditor for a temporary suspension of or reduction to payments, if grounded on the serious impact of the emergency on the debtor’s company, does not appear to be per se contrary to good faith and could thus, in principle, be justified. This holds true especially if the creditor reserves its right (under the temporary arrangement) to review the terms of the arrangement once the worst phase of the emergency ends and does not entail any waiver of the creditor’s rights under the contract.


Beneficiaries Term Notes

Suspension of deadlines and time limits regarding debt securities (titoli di credito)

Art. 11 of Law Decree No. 23/2020

Creditors, debtors and guarantors of promissory notes (vaglia cambiari or cambiali) and of all other debt securities (titoli di credito) and similar enforceable instruments (atto avente efficacia esecutiva)

Term: 9 Mar.–30 Apr. 2020

• All deadlines and time limits expiring or running between 9 Mar.–30 Apr. 2020 regarding debt securities and similar enforceable instruments are suspended (inc. payment deadlines and protest deadlines [levata del protesto] and equivalent claims).

• Bank and postal cheques are still payable at the creditor’s request. However, if the debtor’s account has a shortage of funds, the protest cannot be raised until the suspension expires. The deadline under Art. 8, para. 1, Law No. 386/1990 is suspended and the punishment procedure cannot be initiated. The deadlines under: (a) Art. 8-bis of Law No. 386/1990; and (b) Arts. 9 and 9-bis of Law No. 386/1990 are also suspended. A debtor/guarantor’s non-performance can therefore only be ascertained at the end of the suspension period.

• During the same period (9 Mar.–30 Apr.), public officials must not notify the Chambers of Commerce about protests raised between 9 Mar.–9 Apr.; those that have already been published in the “Digital protest register” (Registro informatico dei protesti) will be automatically cancelled.

Measures regarding transport

Measure

Regulatory references Addressees Details Operational Guidelines

Notes

Circulation ban

(para. 1)

Para. 1 of Ministerial Decree

No. 115 of 13 March

(Ministry of Transport)

Road carriers The schedule for the ban on

circulation of vehicles with a

maximum authorised mass of

at least 7.5 tonnes (under Art.

2 of Ministerial Decree No.

578 of 12 Dec. 2019) is

suspended until further notice

for vehicles engaged in the

international carriage of

goods.

Export credit measures

Art. 55 of Cura Italia Decree Shipyards and companies that

benefit from SACE export

credit

SACE S.p.A. is granted a State

guarantee of up to EUR 2.6

bn, for operations in the

cruise sector resolved on by

SACE by the date of entry

into force of the decree (17

Mar.).

The State guarantee is issued,

taking into account the

allocation of the fund referred

to in Art. 6, para. 9-bis of Law

Decree No. 269 of 30 Sept.

2003, converted with

amendments into Law No.

326 of 24 Nov. 2003, and

within the limits of available

resources, by a decree of the

Minister of Economy and

Finance at the request of

SACE, following consultation

with the committee referred

to in Art. 3 of the prime

ministerial decree of 19 Nov.

2014, which was enacted at

the proposal of the Minister

of Economy and Finance in

This measure will help unblock also

the five ship orders for the

Norwegian Cruise Line Holdings

group (two ships for NCL, two for

Oceania Cruises and one for Regent

Seven Seas Cruises), which are

waiting only to be formalised by

SACE, which will occur by 15 Apr.

at the latest.

Measure


Notes

consultation with the Minister

of Economic Development.

Urgent air transport measures

Art. 79 of Cura Italia Decree Airline companies (carriage of

passengers).

Compensatory measures are

provided to mitigate the

damage caused by the

epidemic.

Authorisation has been

granted for the establishment

of a new company wholly

owned by the Ministry of

Economy and Finance or

controlled by a state-owned

company (inc. indirectly) to

take over Alitalia – Società

Aerea Italiana S.p.A. in a.s.

and Alitalia Cityliner S.p.A. in

a.s.

One or more implementing

decrees will be needed –

which will constitute the

memorandum and articles of

association of the newco.

The compensatory measures under

para. 2 are subject to pean

Commission authorisation (under

Art. 108(3) of the Treaty on the

Functioning of the European

Union.

The Covid-19 epidemic is formally

recognised as a natural disaster and

as an exceptional occurrence under

Art. 107(2)(b) of the Treaty on the

Functioning of the European

Union.

Carriage of goods by road and public carriage of passengers

Art. 92 para. 1, of Cura Italia

Decree

Maritime carriers.

No anchorage fees due to the

harbour authorities between

the date of entry into force of

the decree (17 Mar.) and 30

Apr.

EUR 13.6 m has been allocated to

indemnify the harbour authorities

against the lost income this year.


Art92 para. 2, of Cura Italia

Decree

Terminal operators,

concession holders of space

within the port, stevedoring

companies

Payment is deferred for the

concession fees under Arts.

16, 17 and 18 of Law No. 84

of 28 Jan. 1994 (legislation on

Italian ports) that are due by

terminal operators, concession

holders and stevedoring

companies between the date

The fees must be paid in full

by 31 Dec.

No interest applicable to the

deferred payments, and repayment

can be made in instalments (each

harbour authority will have its own

procedure for this).

Measure


Notes

of entry into force of the

decree (17 Mar.) and 31 Jul.


Art. 92, para. 3, of Cura Italia

Decree

Importers, shippers and

customs brokers

Payment is deferred for 30

days for customs duties due

between the date of entry into

force of the decree (17 Mar.)

and 30 Apr. – no interest

applicable.


Art. 92, para. 4, of Cura Italia

Decree

Road carriers. Use for road transport of

vehicles due for inspection (by

the competent authority) by

31 Jul. is authorised until 31

Oct.

Inspection and testing

guidelines are set out under

domestic legislation on the

safety and good management

of vehicles.

Urgent measures to

contain the spread

of Covid-19

Art. 1, points a and d, of

PMD 22 March

Maritime and air transport

operators.

The government (under Art.

1, point a) has suspended all

industrial and business

activities except for those

listed in Annex 1 to the

decree. The annex includes

carriage of goods by road, sea

and air (ATECO codes 49, 50

and 51).

Under Art. 1, point d,

activities needed to ensure

supply chain continuity for

the activities referred to in

Annex 1 are exempt from the

suspension, provided

companies notify the

prefecture of the province

The notification to the

prefecture must indicate the

companies and/or public

administrations that are

beneficiaries of

products/services needed for

activities permitted under Art.

1, point a.

Each prefecture will likely issue

individual template notification

forms (see the Prefecture of

Brescia’s press release of 24 Mar.).

According to indications from

Confindustria (neither the

government nor other authorities

have issued official clarification yet),

companies that carry out activities

needed for supply chain continuity

may also continue to serve foreign

customers that:

- operate in any of the sectors

in Annex 1;

- provide public utilities and/or

essential services; or

Measure


Notes

where the activity is carried

out.

Companies may carry out

exempted activities (barring a

subsequent suspension

measure issued by the local

prefecture) once they notify

the local prefecture. The

prefecture may suspend

exempted activities if it

considers the conditions

under Art. 1, point d, unmet.

- produce/transport/market

medicines (and the like) or

agricultural/food products.

In these cases, companies must first

notify the competent prefecture of

the foreign customer’s details and

activity.

Urgent measures to

contain the spread

of Covid-19

Art. 1, point o), of LD 25

March

Transport operators. The competent national and

regional authorities may limit,

reduce, suspend or cancel: air,

automotive, railroad and

maritime (both tramp and

liner) carriage of people and

goods; and local public

transport.

Chamber of

commerce

certification of

declarations by

companies on the

existence of a force

majeure event

caused by Covid-19

Art. 1, para. 1, of the

Ministerial Circular of 25

March (Ministry of Economic

Development)

• Chambers of commerce

• Trade associations

At the request of companies,

chambers of commerce may

issue statements in English

confirming the existence of a

state of emergency in Italy due

to Covid-19.

These statements are to serve

as certification of a company’s

declaration that, due to the

restrictions imposed by the

authorities and to the state of

The system of reorganisation of

chambers of commerce (under Law

580/1993, as subsequently

amended and supplemented) does

not confer certification power on

chambers of commerce as to the

truthfulness of declarations

received.

A chamber of commerce official,

although widely recognised as a

public official (see, among many

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emergency in place, it was

unable to duly fulfil its

contractual obligations due to

unforeseeable reasons beyond

its control.

others, Italian Supreme Court

Decision No. 1205 of 6 Oct. 2014),

may certify only what has already

been self-certified by an

entrepreneur. Consequently, the

usefulness of the certification in

question in the event of a dispute

could be rather limited.

Entry into Italy

Art. 1 Inter-ministerial Decree

28 March (Ministry of

Transport – Ministry of

Health)

Art. 1 of Inter-ministerial

Decree No. 145 of 3 April

(Ministry of Transport –

Ministry of Health)

PMD 10 April 2020

• Transport operators

• Passengers

• Cross-border workers

Anyone wishing to enter the

national territory by air, sea,

lake, rail or land transport is

required to comply with the

obligations set out in the

Inter-ministerial Ordinance of

28 March 2020.

Notwithstanding the above,

any person entering Italy

exclusively for proven work

needs and for a maximum

period of 72 hours, must

provide the carrier, when

boarding, a declaration

indicating:

• the reason for the journey;

• the full address of

residence or domicile in

Italy;

• the means of transport

they will use to reach the

above address; and

Provisions set forth in the

Inter-ministerial Decree do

not apply to:

• crew members of means of

transport and ‘travelling

personnel’ of transport

companies with registered

office in Italy;

• personnel involved in the

carriage of goods;

• healthcare workers returning

to Italy for proven work-

related reasons; or

• cross-border workers

returning to Italy for a stay

of less than 72 hours

motivated by proven work-

related reasons and the

consequent return to their

residence or domicile.

Carriers and shipowners must,

In exceptional cases and only where

there is a specific need for

protection of citizens abroad and

for fulfilment of international and

European obligations, including

those arising from the

implementation of Directive (EU)

2015/637 of 20 April 2015, on

coordination and cooperation

measures to facilitate consular

protection of EU citizens not

represented in third countries, by

decree of the Minister of

Infrastructure and Transport,

adopted on the proposal of the

Minister of Foreign Affairs and

International Cooperation and in

agreement with the Minister of

Health, specific and temporary

derogations from the provisions

now set out may be provided.

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• a phone number they can

be reached at for any kind

of communications.

In providing the declaration,

the following obligations are

assumed:

a) at the end of the period of

stay, to leave the national

territory immediately and,

failing that, to start the

period of health

surveillance and fiduciary

isolation for a period of 14

days at the indicated

home, residence or place

of stay; and

b) to promptly report any

case of Covid-19

associated symptoms to

the Prevention

Department of the local

health authority and to

undergo isolation for 14

days.

Notwithstanding the

provisions above, anyone

entering into Italy by owned or

private means of transport for

proven working needs and for

a period not exceeding 72

hours, shall immediately notify

the Prevention Department of

before allowing passengers to

board, acquire and verify the

above documentation and

measure each passenger’s

body temperature. Boarding is

prohibited to those with a

fever and to those who

submit incomplete

documentation.

Carriers and shipowners must

take adequate organisational

measures to ensure that

passengers are at least one

metre (three feet) far from

each other for the whole

journey.

Air carriers must provide

passengers personal protective

equipment when boarding.

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the competent health company

based on the place of entry

into the national territory,

making at the same time a

declaration indicating:

• the proven work-related

needs and the length of stay

in Italy;

• the full address of residence

or domicile in Italy;

• the means of transport they

will use to reach the above

address; and

• a phone number they can be

reached at for any kind of

communications.

In providing this declaration,

the obligations set out above

are also assumed.

In the case of air transport, the

above obligations do not apply

to transit passengers with final

destination in another state

(EU or non-EU), without

prejudice to the obligation, in

case of symptoms related to

Covid-19, to undergo the 14-

days of isolation.

Transfer passengers with final

destination in another state

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(EU or non-EU) or in another

location within Italian territory

are required to comply with

the following:

a) provide the carrier, when

boarding, a declaration

indicating:

1. the reasons for the

journey and the duration

of the stay in Italy;

2. (EU or non-EU) country

of final destination,

identification code of the

ticket and the scheduled

means of transport used

to reach the final

destination; and

3) a phone number they

can be reached at for any

kind of communications;

and

b) not to leave the areas

specifically designated for

them within the terminals.

Restrictions on

mobility

Inter-ministerial Decree No.

153 of 12 April (Ministry of

Transport – Ministry of

Health)

Transport operators

• Passengers

The Inter-ministerial Decree extends until 3 May the effectiveness of previous measures aimed at limiting the mobility of people on Italian territory and the transport of passengers in the context of

Previous measures referred to in the Inter-ministerial Decree are the following:

• Decree No. 112: reduction of carriage of passengers by air and of operations at all national

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scheduled maritime, air, rail and car transport.

In the air transport sector, only essential services are provided. Airports of Ancona, Bari, Bologna, Cagliari, Catania, Genoa, Lamezia Terme, Lampedusa, Milan Malpensa, Naples Capodichino, Palermo, Pantelleria, Pescara, Pisa, Rome Fiumicino, Turin, Venice Tessera and Rome Ciampino are in operation for state flights, transport of organs, canadair and emergency services only.

In general aviation airports, only flights motivated by proven work needs or by health reasons are allowed.

The carriage of passengers to and from Sardinia is granted exclusively to Cagliari airport for proven and unavoidable needs, subject to authorisation by the President of the Region.

The carriage of passengers to and from Sicily is granted only for unavoidable needs of territorial connection with the peninsula, exclusively at the

airports.

• Decree No. 113: rescheduling of long-distance train routes and rail passenger services.

• Decree No. 114: reduction of interregional non-scheduled services.

• Decree No. 116: reduction of Intercity rail passenger services (trains and routes).

• Decree No. 117: suspension of the carriage of passengers to Sardinia.

• Decree No. 118: strict limitation on the carriage of passengers to Sicily.

• Decree No. 120: see above.

• Decree No. 122: exemption from the obligation to undergo 15-day self-isolation for anyone returning from abroad for healthcare workers and cross-border workers returning to Italy for a stay of less than 72 hours motivated by proven work-related reasons and the consequent return to their residence or domicile; further limitations on the carriage of passengers to Sardinia and Sicily.

which had been previously extended

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airports of Palermo and Catania through flights to and from Rome.

In the rail transport sector, the minimum essential service for both market activities and those carried out on the basis of long-distance service contracts stipulated by Trenitalia with the Ministry of Infrastructure and Transport are guaranteed.

In the case of Intercity services, Trenitalia may, in agreement with the relevant authorities, evaluate further re-modulations of the service. No restrictions are envisaged for freight and emergency services.

Also with regard to interregional mobility services, only the minimum essential services are guaranteed.

Connections with the two main islands, Sicily and Sardinia, are limited; suspension of carriage of passengers by sea; freight transport granted.

Connections by sea from

by Art. 2 of Inter-ministerial Decree

No. 127 of 24 March (Ministry of

Transport - Ministry of Health); Art.

1 of PMD of 1 April and Art. 2 of

Inter-ministerial Decree No. 145 of

3 April.

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Messina to Villa San Giovanni

and Reggio Calabria and vice

versa are granted by means of

daily return scheduled sails.

Several aspects of Corporate law

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Details Term Operational Guidelines

Rules relating to company shareholders’ meetings


(the operating instructions, in addition to Art. 106 of Cura Italia Decree, derive from Maximum No. 187 of the Notarial Council of Milan)

Closed Companies

(companies that do not resort to risk capital under Art. 2325-bis of Italian Civil Code, i.e., companies other than those whose shares are traded on multilateral trading facilities or widely distributed among the public)

Meeting date: All companies (S.p.A., S.a.p.a., S.r.l. and cooperative and mutual insurance companies) may convene their annual shareholders’ meeting to approve the financial statements within 180 days from the end of the financial year, with no need to specify the reason for the delay (even in the absence of the requirement to draw up of the consolidated financial statements or special requirements relating to the company’s structure or purpose, under Art. 2364, para. 2, of the Italian Civil Code).

Convening and voting: The notices of call of S.p.A.s, S.a.p.A.s, S.r.l.s and cooperative and mutual insurance companies for ordinary and extraordinary shareholders’ meetings convened by 31 July 2020 may stipulate, even in derogation from the articles of association:

• electronic or postal voting; and

• participation by telecommunications (conference call/video link).

The latter method of participation may be offered as the exclusive way to attend the meeting if all attendees present can be identified (as always when attending via conference call or video link).

Chairperson and secretary: The chairperson and

the secretary or, as the case may be, notary, may

attend remotely; more specifically:

• the chairperson, secretary and/or notary need

Shareholders’ meetings convened on or before 31 Jul.

(and after this date if the Covid-19 emergency is still ongoing)

“Closed” S.p.A.s, S.a.p.A.s, S.r.l.s and cooperative and mutual insurance companies, which by nature have a restricted shareholder base, may hold their annual general meetings as soon as the financial statements have been prepared by no later than 180 days from the end of the financial year (i.e., on or before 30 Jun.). In any case, any ordinary or extraordinary meetings convened on or before 31 Jul. may be:

• held exclusively by conference call or video-link only if all attendees can be identified and it is possible for them to exchange documents and take part to the discussions;

• combine the options indicated in the decree (i.e., providing for voting by post and participation by conference call and/or video link); or

• identify a place of convocation and therefore hold the physical meeting, but only if the place of convocation identified is such as to allow the participation of all the attendees concerned and guarantee the existence of the sanitary measures imposed due to the Covid-19 situation, e.g., Protocol 14 March. on the date of the meeting, the applicability of which depends on number of attendees.

• The notice of call must, even in the case of participation exclusively by means of telecommunications, indicate the place where the meeting is to be held – selected in accordance with Art. 2363 of the Italian Civil Code, in the municipality where the company has its registered office or in any other place stipulated in the articles of association – where the person taking the

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not be present in the same place;

• it is sufficient that only the secretary is at the place of convocation; and

• the secretary can be the only person physically present, unless the chairperson appoints someone else to identify attendees and verify the votes, in which case that person must attend the meeting (this will probably the case for companies that resort to risk capital).

Written consultation: S.r.l.s are not required to

convene a shareholders’ meeting; they may resolve

on decisions by written consultation or express

written consent by post or email (regardless to the

subject of the decision)

minutes will be physically present.

S.r.l.s may opt to not convene a meeting to approve

the financial statements and may pass all other

shareholder resolutions by written consultation or

voting by post or email (but the 180-day deadline for

approving the financial statements still applies)

In the case of meetings for which a notice of call has already been sent/published, certain aspects may need a case-by-case analysis.

Rules relating to the company shareholders’ meetings


(the operating instructions, in addition to Art. 106 of Cura Italia Decree, derive from Consob Communication No.

Listed companies

(listed companies and companies whose shares are traded on multilateral trading facilities or widely distributed among

For “open” companies (i.e., companies with listed shares or with shares that are widely distributed among the public) all the above provisions apply. In this regard, it should be noted that for companies with listed shares, voting by post and by electronic means is governed by Art. 127 TUF and Art. 140 et seq. of Issuers Regulation60. The other companies just mentioned will be able to rely on these rules mutatis mutandis

Shareholders’ meetings convened on or before 31 Jul.

(and after this date if the Covid-19 emergency is still

The above instructions apply mutatis mutandis to listed companies.

In addition, Consob, with Communication No. 3/2020 of 10 April 2020 entitled “COVID-19 - Decree Law No. 18 of 17 March 2020 - Communication on the Shareholders’ Meetings of listed companies” (“Communication No. 3/2020”) sets out provisions and suggests the adoption of appropriate operational

60 See Consob Communication No. 3/2020 concerning the need to guarantee the confidentiality of voting until the beginning of the ballot in the meeting and certain operational indications in this regard.

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3/2020) the public)

In addition, for ordinary and extraordinary shareholders’ meetings convened on or before 31 Jul., both listed companies and companies whose shares are traded on multilateral trading facilities or widely distributed among the public may:

• designate an “appointed representative” (under Art. 135-undecies TUF) – even in derogation from the articles of association.

It should be noted that the notice of call may provide that attendance at the shareholders’ meeting may take place exclusively through the appointed representative (who, in turn, may attend the meeting by conference call or video link if provided for in the notice of call). In this case, all proposals for resolutions on each agenda item must be published before the meeting, in sufficient time to allow shareholders to exercise their voting rights by proxy to the appointed representative61; and

• accept proxies and sub-delegations conferred by a representative under Art. 135-novies TUF to the company’s appointed representative.62

The rules relating to the following have not changed:

ongoing) measures with regard to:

• participation methods and distance voting (see point 4);

• participation in the meeting exclusively through the appointed representative under Art. 135-undecies TUF (point 5);

• presentation at shareholders’ meetings of individual proposals for resolutions on agenda items under Art. 126-bis, para. 1, third sentence, TUF (point 6);

• conferment of proxies and sub-delegations to the company’s appointed representative under Art. 135-undecies TUF by a representative under Art. 135-novies TUF (point 7);

• right to ask questions before shareholders’ meetings under Art. 127-ter TUF (point 8);

• rules on the solicitation of voting proxies under Art. 136 et seq. of TUF and Art. 135 et seq. of Issuers Regulation (point 9); and

• entitlement to attend and vote at shareholders’ meetings under Art. 83-sexies of TUF (point 10).

61 See Consob Communication No. 3/2020. 62 These proxies and sub-delegations may also be granted in derogation from Art. 135-undecies, para. 4, TUF and, therefore, without the need to fill in and sign the proxy templates, whose content is defined by Consob’s Issuers Regulation; but

they must contain voting instructions to be effective; see Consob Communication No. 3/2020.

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• requests for additions to the agenda and submission of new proposals for resolution;

• the right to ask questions before the shareholders’ meeting and the rules relating to the company’s appointed representative (except for Art. 135-undecies, para. 4, TUF); and

• the solicitation of voting proxies.

The provisions of the TUF and Issuers Regulation concerning the above aspects remain unaffected and – to avoid disputes about the right to attend shareholders’ meetings and/or obtain the required clarification – companies will need to adapt their practices.63

Reduction of the

share capital for

losses


Limited liability companies (S.p.A., S.a.p.A., S.r.l.) and cooperative companies

• The measure provides that, on a temporary basis and as an exception to ordinary regulations, due to losses, some provisions regarding the reduction of share capital do not apply. In particular:

- if the capital is reduced by more than one third as a result of losses, the administrative body (or, failing and if the conditions are met, the supervisory body) is still required to convene the shareholders’ meeting without delay to rule on the appropriate

From 9 April 2020 (date of entry into force of the Liquidity Decree) to 31 Dec. 2020 in relation to events that arise in the financial year ending 31 Dec. 2020

• The provision does not constitute a real novelty in the Italian legal framework. Indeed, as early as 2012, Art. 182-sexies of the bankruptcy law has provided for the inapplicability of the provisions on the loss of share capital from the date a company files a request for: (i) a pre-bankruptcy arrangement with creditors (concordato preventivo) (also with reservation under Art. 161, para. 6, of the bankruptcy law; or (ii) an approval procedure for debt restructuring under Art. 182-bis of the bankruptcy law (also for the procedure under Art.

63 See Consob Communication No. 3/2020

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measures to take and to draft the report on the balance sheet (Arts. 2446, para. 1, and 2482-bis, paras. 1, 2 and 3 of the Italian Civil Code still apply and are not subject to any derogation); nevertheless, there is no obligation to reduce the share capital if the loss is not reduced to less than one third by the following financial year (the application of Art. 2447 and Art. 2482-ter of the Italian Civil Code is suspended);

- if the capital falls below the statutory minimum (EUR 50 k for S.p.A.s and S.a.p.A.s, EUR 10 k for S.r.l.s), there is no obligation to convene the shareholders’ meeting without delay to rule upon the reduction of capital and the consequent increase thereof not less than the minimum, or the transformation of the company (the application of Arts. 2447 and 2482-ter of the Italian Civil Code is suspended).

• The winding-up of limited liability companies and cooperative companies due to reduction or loss of share capital below the legal minimum is also suspended (as referred to in Arts. 2484, para. 1, point. 4, and 2545-duodecies, of the Italian Civil Code).

182-bis, para. 6 of the bankruptcy law).

• Art. 6 of the Liquidity Decree therefore temporarily extends the principle under Art. 182-sexies of the bankruptcy law to all limited liability companies, regardless of whether they undergo a debt restructuring procedure based on a pre-bankruptcy arrangement with creditors or debt restructuring agreement.

• Without prejudice to the foregoing, the provision does not entail any weakening of the duties imposed by law on directors of businesses in a state of crisis or insolvency. Therefore, regardless of the temporary suspension of the provisions regarding the loss of share capital, directors must promptly check whether the company – also due to the financial issues mentioned above – is in a state of crisis or insolvency. If so, they still have to start the appropriate procedures to resolve the crisis or insolvency.

• Because of the above and taking into account the state of uncertainty related to the current situation and to the decisions that will be taken by the competent authorities regarding the resumption of production activities, it seems appropriate that corporate bodies that did not start a restructuring process before the emergency take the following precautions:

(i) verify whether the company can benefit from the government’s business support measures (inc. those under the Liquidity Decree) to deal with the Covid-19 emergency and, if so, implement all the necessary or appropriate actions for this purpose;

(ii) adopt a plan for monitoring the progress of

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the business and prompt handling of the situation that has arisen. To this end, directors need to: (a) quantify the company’s debt and its composition (esp. regarding the rank, privileged or unsecured, of creditors and indebtedness to the treasury and social security institutions), in order to verify its sustainability also in relation to the cash flows referred to in the following point; and (b) draw up an updated treasury plan that details the expected cash flow of the company within an appropriate time horizon, taking care to verify and periodically update this treasury plan; and

(iii) in the event of a crisis, including a prospective crisis, in light of the evaluations referred to in points i) and ii), manage – immediately and while pending the adoption, if necessary, of the initiatives referred to in the following point – the business, carrying out only acts of ordinary administration, in order to preserve business continuity and the value of the company’s goods and business assets, and refrain from actions that entail taking on new obligations; and promptly assess whether the crisis can be resolved through the measures currently available (inc. those under the Liquidity Decree). If not possible to, undertake a restructuring process using one of the options available under the bankruptcy law.

Criteria for the drafting of the financial statements


Limited liability companies, cooperative and mutual insurance

In drafting the financial statements for the current

financial year, and for those closed by 23 February

2020 but not yet approved, companies are allowed

Financial statements for the current financial year (if

• Companies are allowed, for balance sheet purposes, to consider the business a going concern on the basis of the situation existing before 23 Feb. 2020, thus removing – to the extent permitted – the

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companies to evaluate the financial statement items on a

going concern basis if the business was fully

operational based on the last financial statements

closed before 23 February 2020 (i.e., the date of the

first measure to deal with the Covid-19 emergency).

However, companies are obliged to include an

explanation of this valuation method in the note

to the financial statements, also mentioning the

results of the previous financial statements.

not yet approved) and financial statements for the year ended on 31 Dec. 2020.

effects of the Covid-19 emergency. For the purposes of drafting the financial statements as at 31 Dec. 2020 (and the financial statements as at 31 Dec. 2019 if not yet approved), it is possible to adopt a going concern perspective on condition that: (i) the business was fully operational based on the last financial statements closed before 23 Feb. 2020; and (ii) the use of this method is detailed, also mentioning the results of the previous financial year, in the note to the financial statements.

• The financial statements for 2019 that have not yet been approved must in any case include, in

accordance with Art. 2427, point 22-quater64, of the Italian Civil Code and accounting principle OIC

2965, information on the nature and effect of significant events occurring after the end of the financial year on the balance sheet and financial and economic standing.

• We nonetheless agree with the recommendation expressed by the first reviewers of the Liquidity

Decree66 to provide details concerning the ability to maintain business continuity in the note to the financial statements and to constantly monitor the guidelines in this regard issued by the institutions

64 Content of the note to the financial statements under Art. 2427 of the Italian Civil Code, No. 22-quater: “the nature and financial and economic effect of significant events occurring after the end of the financial year”. 65 OIC 29 – “Changes in accounting policies, changes in accounting estimates, correction of errors, extraordinary events and transactions, events occurring after the year-end”. OIC 29 regulates the accounting treatment and disclosures to be

made in the notes to the financial statements of events concerning: changes in accounting principles; changes in accounting estimates; correction of errors; extraordinary events and transactions; events occurring after the end of the financial

year. 66 See the article published in the magazine Fisco e Tasse, issue of 10 April 2020 entitled: “Decreto Liquidità: disposizioni per la redazione dei bilanci in corso”, available in Italian here. See also the article published in the magazine Euroconference News., issue

of 8 April 2020, entitled: “Modifiche per società, crisi d’impresa e bilanci con il Decreto Liquidità”, available in Italian here.

https://www.fiscoetasse.com/rassegna-stampa/28427-bilanci-2020-e-decreto-liquidit-ecco-come-interviene.html

https://www.ecnews.it/modifiche-per-societa-crisi-dimpresa-e-bilanci-con-il-decreto-liquidita/

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and main accounting associations.

Provisions relating to corporate financing


Limited liability companies (S.p.A., S.r.l., and S.a.p.A.)

The article suspends the mechanism of

subordination by operation of law67 of the

repayment of intercompany loans, i.e., those

granted to companies by shareholders (under Art.

2467 of the Italian Civil Code) or by those who

exercise direction and coordination (under Art.

2497-quinquies of the Italian Civil Code), with respect

to the satisfaction of other creditors.

9 Apr.–31 Dec. 2020

• The temporary suspension of the mechanism of subordination by operation of law does not seem in any case to allow shareholders, once financing has been granted and for at least the duration of the Covid-19 emergency, to request and obtain the repayment of the loan regardless of the assessment of the economic/financial state of the company: this, while not expressly infringing Arts. 2467 and 2497-quinquies of the Italian Civil Code, could assume importance from various points of view in relation to the directors’ liability if the financial situation worsens and the company becomes subject to bankruptcy proceedings.

• The suspension of the subordination mechanism of shareholders’ loans does not seem to exclude shareholders being able to agree, contractually, with third parties (e.g., lending banks) to subordinate loans granted by shareholders to loans granted by qualified third parties (e.g., in the case of non-disturbance clauses).

• Art. 182-quater, para. 3, of the bankruptcy law, which, under the conditions and to the extent provided therein, attribute to shareholders’ loans the rank of preferential receivables, remain unchanged.

67 The mechanism operates when, following a discretionary assessment by the directors, it is considered that the loan was granted at a time when, also in consideration of the type of business, there is an excessive unbalance of debt compared to

net capital or there is a financial situation of the company in which a contribution would have been reasonable.

Measures relating to debt restructuring and bankruptcy proceedings

Measure Regulatory reference Amount/Term Operational Guidelines Notes

Deferral of the entry into force of Italy’s Crisis and Insolvency Code

Art. 5 of Liquidity Decree Entry into force is now scheduled for 1 Sep. 2021.

In Art. 389 of Legislative Decree No. 14 of 12 January 2019, para. 1 is replaced by the following:

“This decree will enter into force on 1 September 2021, save for as otherwise provided under para. 2”.

The reasons for the deferral are:

• the code’s envisaged alert mechanism is ineffective in a time of general crisis;

• it is extremely difficult to restructure debt during an economic/investment crisis; and

• it is difficult to introduce a new legal instrument during a situation of economic distress.

Provisions on pre-bankruptcy arrangements with creditors (concordato preventivo) and debt restructuring agreements

Art. 9 of Liquidity Decree • A six-month extension is envisaged for deadlines that fall between 23 Feb. 2020–31 Dec. 2021 under approved pre-bankruptcy arrangements with creditors and debt restructuring agreements; this affects also the mechanism for terminating pre-bankruptcy arrangements under Art. 186 of the Italian Bankruptcy Law.

The rationale behind these measures is to avoid irreparably jeopardising pre-bankruptcy arrangements or debt restructuring agreements that had a real chance of success before the epidemic’s outbreak, with obvious repercussions on the possibility of saving businesses, even those of a significant size.


• Debtors may – before the date of a hearing to approve a pre-bankruptcy arrangement or a debt restructuring agreement – request to have up to 90 days to submit a new debt repayment plan and a new proposal for a pre-bankruptcy arrangement under Art. 161 of the Italian Bankruptcy Law, or a new debt restructuring agreement under Art. 182-bis of the Italian Bankruptcy Law, in which they can take into account the economic factors arising from the Covid-19 crisis. The request is inadmissible if it is made during pre-bankruptcy proceedings in which a meeting of creditors has already taken place but the required majorities were not reached.

• Procedures to request extensions are streamlined so that debtors may unilaterally extend proposals’ originally envisaged deadlines to fulfil obligations to up to six months. When approving a pre-bankruptcy arrangement, the court in question obtains the judicial commissioner’s opinion.

• Courts may grant debtors a further extension of up to 90 days in cases that fall under both Art. 161, para. 6, and Art. 182-bis, para. 7, of the Italian Bankruptcy Law. This extension may be granted also to


debtors who otherwise would not have the right to request extensions, on condition that the debtor in question, when requesting the extension, cites all the factors that made the extension necessary and refers specifically to circumstances arising from the Covid-19 emergency.

Courts – once the competent judicial commissioner (if appointed) has provided his/her opinion – can grant the extension if they consider the request to be based on concrete and justified grounds.

Temporary provisions on requests for declarations of bankruptcy and insolvency

Art. 10 of Liquidity Decree Term: applies to requests filed between 9 Mar.–30 Jun.

• The processing of requests filed between 9 Mar.–30 Jun. under Arts. 15 and 195 of the Italian Bankruptcy Law and Art. 3 of Legislative Decree No. 270 of 8 July 1999 is suspended.

• An exception is made for requests submitted by public prosecutors that include a request to issue precautionary or protective measures under Art. 15, para. 8, of the Italian Bankruptcy Law.

• If a request filed between 9 Mar.–

• The government opted for a general measure that suspends the processing of all requests involving companies (even those of a large size) that do not fall within the scope of Law Decree No. 347 of 23 Dec. 2003 (“Marzano Decree”). Once the suspension expires, requests will be processed.

• The rationale behind this measure is to grant entrepreneurs a period in which they can assess the use of alternative means to cope with their


30 Jun. leads to a declaration of bankruptcy, the period 9 Mar.–30 Jun. will not be taken into account when calculating the time limits envisaged under Arts. 10 and 69-bis of the Italian Bankruptcy Law.

situation of crisis, without the risk of exposing themselves to civil and criminal liability related to the worsening state of insolvency (as the worsening is largely due to factors beyond their control).

• An exception is made for requests submitted by public prosecutors that include a request to issue precautionary or protective measures under Art. 15, para. 8, of the Italian Bankruptcy Law.

• The suspension period is not taken into account when calculating the one-year term that companies have to declare bankruptcy (which starts from the date a company is removed from the companies’ register) or when calculating the terms envisaged under Art. 69-bis of the Italian Bankruptcy Law for the filing of claw-back actions – this to avoid the suspension precluding the filing of claims against removed companies and having a negative impact on the equal treatment of creditors.

Measures regarding the suspension of business activities and other restrictive measures

Measure Regulatory

References Beneficiaries Amount/Term Operational Guidelines Notes

Suspension of all business

activities except for public

utilities, essential services and

activities listed in Annex 3 of

PMD 10 April68.

Exemption, following notification

to the competent prefecture, only

for: (a) activities needed to ensure

the continuity of the activities

above, aerospace and defence

activities, and activities of

strategic importance for the

economy; and (b) continuous

production plants.

With regard to aerospace and

defence activities and activities of

strategic importance for the

national economy, PMD 22

March allowed these to continue

subject to authorisation from the

competent prefecture. PMD 10

April allows these activities to

continue simply following

notification to the competent

prefecture.

Art. 2 of PMD

10 April69

Companies 14 Apr.–3 May70 • Ascertain whether the activities you

carry out fall within those that may

automatically continue or require

notification

• Go, if the activities require

notification, to the website of the

prefecture of the province where the

activity is carried out, use the

template notification form available

there and send it to that prefecture

• Companies may carry out exempted

activities (barring a subsequent

suspension measure issued by the local

prefecture) once they notify the local

prefecture.

• Continuous production plants may

continue operations on condition that

suspension would: (a) seriously harm

the plant, or (b) risk causing an

accident.

• PMD 22 March required companies

subject to suspension to ship stored

goods by 25 Mar. PMD 10 April allow

them, following notification to the

competent prefecture, to: (a) access,

through their employees or delegated

third parties, the company’s premises

for surveillance, maintenance, payment

management and cleaning/sanitation

purposes; and (b) ship stocked goods

to third parties and receive goods to be

stocked.

68 The activities exempted from suspension are listed in Annex 1 of the Ministry of Economic Development Decree of 25 Mar; Annex 3 of PMD 10 introduces changes to the list. 69 Until 13 Apr., suspension of business activities was governed by Art. 1, para. 1, points a), d), e), g) and h), of PMD 22 March. 70 PMD 22 March applied from 23 Mar. until 3 Apr.; PMD 1 Apr. extends the applicability of PMD 22 March to 13 Apr.

Measure Regulatory

References Beneficiaries Amount/Term Operational Guidelines Notes

Additional Covid-19 containment

measures for the entire country or

parts of it may be adopted until

31 Jul. (the date the Cabinet

declared, on 31 Jan., the state of

emergency will end).

Arts. 1–3 of

LD 25 March

Companies Until 31 Jul. Remain updated on new measures The measures are enacted by prime

ministerial decrees.

Measures can be adopted, pending prime

ministerial decrees:

i. by the Ministry of Health in cases of

extraordinary need and urgency;

ii. by the regions, in relation to

supervening circumstances increasing

the health risk in the given region.

Regions may adopt more restrictive

measures than those of the

government but not ones that affect

business activities or activities of

strategic importance for the national

economy; and

iii. by mayors, in compliance with the

governmental measures and the

restrictions under the above point ii.

Prime Ministerial Decrees of 8, 11 and 22

Mar. 2020 continue to apply in full. All

other Covid-19 measures (inc. regional

ordinances) still in force continue to apply

for a maximum of 10 days.

Analysis of criminal liabilities in the time of Covid-19

(updated following Prime Ministerial Decree of 10 April 2020) 71

71 The measures on the following pages apply until 3 May 2020 and may be extended or amended.

Criminal liability related to the new self-certification form 72

Content Penalties Notes

Confirmation that the holder:

- is not subject to quarantine and has not tested positive for Covid-19

- is aware of the regulations restricting personal freedom of movement and of the related penalties

- is aware of the further limitations imposed in the Regions73 of departure and arrival, also specifying which Regions they are and indicating that the movement falls within one of the permitted cases identified by those Regions

The holder must state the departure point and destination and select one of the following reasons for the journey:

• proven work-related needs

• absolute urgency (for travel to another municipality)

• situations of necessity (for travel in the same municipality, that

Failure to comply with the rules restricting freedom of movement is punished with a fine of EUR 400–3,000.

The fine is EUR 280 if paid within five days74 and EUR 400 if paid within 60 days.

The fine is doubled for repeated violation. If the violation takes place through the use of a vehicle, the fine is increased by up to one third.

In addition, businesses may close for 5–30 days.75

For those who, having tested positive for Covid-19, violate the obligation of quarantine,76 the criminal penalty under Art. 260 of the Law on Health applies, which now77 provides for imprisonment of 3–18 months and a fine of EUR 500–EUR 5,000. If an individual exposes others to the contagion, this penalty does not apply when the more serious crime of negligent epidemic under Art. 452 of the Italian Criminal Code or other more serious crimes against public/individual health apply78

LD 25 March has therefore replaced the previously applicable criminal penalty under Art. 650 of the Italian Criminal Code with an administrative penalty. The new administrative penalty also applies if the conduct was carried out before the decree came into force (i.e., before 26 Mar.): in such cases, the administrative fine applies in the minimum amount reduced by half (thus EUR 200).

With reference to the new administrative penalty, the Decree is in any case without prejudice to the application of criminal law, where the conduct constitutes a criminal offence.80

For violation of Art. 260 of the Law on Health committed before 26 Mar., the previously provided penalties apply (imprisonment for up to six months and a fine of EUR 20.66–413.17).

72 The self-certificatio form was amended on the basis of the provisions introduced by the PMD of 22 Mar. (as replaced by the PMD of 10 Apr.) and by the Law Decree of 25 March. The columns "Penalties" and "Notes" summarise what

was introduced by the Law Decree of 25 Mar 73 With reference to further regional measures, reference is made, by way of example, to Lombardy Region Ordinances no. 521 of 4 April 2020, no. 522 of 6 April 2020 and no. 528 of 11 April 2020, concerning, among other things: travel,

presence of people in public places and outdoor and sports activities; retail trade; food and drink delivery activities; home delivery of goods; sale of goods via internet, correspondence, telephone, television and radio; other economic

activities; activities of the Public Administration. 74 The deadline of 5 days has been extended to 30 days until 31 May 2020. 75 In the cases referred to in Art. 1, para. 2, points i), m), p), u), v), z) and aa), of LD 25 Mar. 76 More specifically, it is a violation of the “absolute ban on persons subject to quarantine because they tested positive for the virus” laid down in Art. 1, para. 2, point e), of LD 25 Mar. 77 Penalties have been replaced and increased by LD 25 March. 78 The possibility of contesting the crime of manslaughter or negligent injuries has been raised from various sources.

Content Penalties Notes

are of a daily nature, or are usually made due to the short distances)

• health reasons

The form includes space to include any additional details considered useful

Imprisonment of one–six years applies for those who make false declarations in their self-certification (Art. 495 of the Italian Criminal Code).79

Criminal liability related to people moving around and entering Italy and passing through Italy

Measures Exceptions Penalties Notes

Moving around Italy81

Travel by public or private transport outside the municipality where currently living is prohibited

It is forbidden to move to homes other than the main one (including second homes used for holidays).

Entering Italy82

With reference to people moving around Italy, travel is permitted for proven work-related needs, for absolute urgency, for health reasons and (for travels in the same municipality only or that are of a daily nature/usually made due to the short distances) for situations of need.

Failure to comply with the rules restricting freedom of movement is punished with a fine of EUR 400–3,000.

The fine is EUR 280 if paid within five days and EUR 400 if paid within 60 days.

The fine is doubled for repeated violation. If the violation takes place through the use of a vehicle, the fine is increased by up to one third.

LD 25 March has therefore replaced the previously applicable criminal penalty under Art. 650 of the Italian Criminal Code with an administrative penalty. The new administrative penalty also applies if the conduct was carried out before the decree came into force (i.e., before 26 Mar.): in such cases, the administrative fine applies in the minimum amount reduced by half (thus EUR 200).

With reference to the new administrative penalty, the

80 The practical application of the provision and the complete reconstruction of the possible regulatory framework will help understand whether the administrative penalty will be added to offences such as false declaration, negligent injury,

manslaughter, or negligent epidemic. 79 This is indicated by the same self-certification made available by the Ministry of the Interior: in light of caselaw, the falsehood in self-certification under Arts. 46 and 47 of Presidential Decree 445 of 2000 amounts to the crime referred to

in Art. 483 of the Criminal Code. 81 Based on Prime Ministerial Decree of 22 Mar. (as specified in Ministry of the Interior’s circular of 22 Mar.) as replaced by the PMD of 10 Apr


Entering Italy for permanent stay with

private/own means: people entering Italy must immediately notify the prevention dept at the local health authority of their entry; they will be subject to health surveillance and 14-day self-isolation. Anyone who shows symptoms associated with Covid-19 must promptly call the local authority’s dedicated hotline.

Entering Italy for temporary stay with

private/own means: people entering Italy for proven work-related needs for a maximum of 72 hours (extendable by a further 48 hours), must provide a declaration certifying the need for entry. They must also immediately notify the prevention dept at the local health authority of their entry. Anyone who shows symptoms associated with Covid-19 must promptly notify the prevention department at the local health authority and self-isolate.

Entry via public transport (air, sea, lake, rail

or land transport) for permanent or

temporary stay:83 people must, when

boarding, provide the carrier or shipowner

a declaration indicating:

Restrictions regarding people permanently or temporarily entering Italy (with private/own means or via public transport) do not apply to: ‘travelling personnel’85 employed by companies with registered offices in Italy; crew of means of transport; healthcare workers entering to exercise their profession; cross-border workers, entering and leaving for work or returning to their residence, home or domicile; and personnel in charge of transporting goods.

In addition, a business may be closed from 5 to 30 days.

For those who, having tested positive for Covid-19, violate the obligation of quarantine, the criminal penalty under Art. 260 of the Law on Health applies, which now provides for imprisonment of 3–18 months and a fine of EUR 500–EUR 5,000. If an individual exposes others to the contagion, this penalty does not apply when the more serious crime of negligent epidemic under Art. 452 of the Italian Criminal Code or other more serious crimes against public/individual health apply.

Imprisonment for up to two years is applicable in case of untrue declaration (Art. 483 of the Italian Criminal Code).

Decree is in any case without prejudice to the application of criminal law, where the conduct constitutes a criminal offence.

For violation of Art. 260 of the Law on Health committed before 26 Mar., the previously penalties apply (imprisonment of up to six months and a fine of EUR 20.66–413.17).

82 Based on the decrees of the Ministry of Infrastructure and Transport of 17, 18 Mar. and 3 Apr. 2020 as subsequently reproduced in the PMD of 10 Apr. , and on the decree Minister of infrastructure of 12 April. It should also be noted that

the Decree of 18 Mar. 2020 and the Decree of 12 April 2020 also provide for: on the modalities of transport to and from Region Sicily and Region Sardinia; on further restrictions for interregional air, rail and car transport.

83 See the Ordinance of the Ministry of Infrastructure and Transport of 28 Mar. and the decree of the Ministry of Infrastructure and Transport of 3 Apr. 2020, as subsequently reproduced in PMD of 10 Apr.

85 The expression in Italian is personale viaggiante and seems to refer to people who work in the transport sector.


• the reason for the journey, which must be justified by proven work-related needs, absolute urgency or health reasons;

• address of where they will undergo the period of health surveillance and self-isolation;

• the private/own means of transport they will use to reach that address; and

• a phone number.

Boarding is denied to those with fever or if the above documentation is incomplete

The obligations and procedures for permanent or temporary stay in Italy described above also apply

Passage through Italy84

Passage via land transport (with private/own means): people must immediately notify the prevention dept at the local health authority (see above); the period of stay in Italy is 24 hours (extendable by a further 12 hours).

Passage via air transport: people must provide the carrier the declaration described above.

Anyone passing through Italy (be it by land or by air) who shows symptoms associated

84 See Decree of the Ministry of Infrastructure and Transport of 3 April 2020 as subsequently reproduced in PMD of 10 Apr.


with Covid-19 must promptly notify the prevention dept at the local health authority

Criminal liability related to communications to the Prefect 86

Private Sector Activities Obligated Person Penalties Notes

The following activities can continue without notifying the local prefecture:

• those indicated in Annex 1, identified based on the ATECO code; and

• those that provide public utility services and essential services.87

The following activities can continue if authorised under PMD 22 Mar. or following notification to the local prefect:

• aerospace and defence industry activities inc.

Legal representative If non-authorised activities continue or in case of absence of the necessary authorisation or communication, the administrative fine of EUR 400–3,000 may apply. The fine is doubled for repeated violation.

In the cases expressly indicated,89 the administrative penalty of closure of the business may be imposed for 5–30 days. The provisional closure of the business for up to five days may also be ordered when the violation is ascertained and where necessary to

It is not possible to exclude that the individual employee (and his/her employer also as accomplice) may be charged with violations of the provisions restricting people’s movement with the application of the related penalties under Art. 4 of LD 25 March and indicated above with reference to travel and self-declaration.

As mentioned, it is also not possible to exclude, in the case of an individual exposing others to contagion, an offence of negligent or willful misconduct to the detriment of public/individual

86 On the basis of PMD 22 March as replaced by PMD of 10 Apr.

87 Without prejudice to the measures applicable to museums and other institutions, cultural sites and education services.

89 In the cases referred to in Art. 1, para. 2, points i), m), p) , u), v) , z) and aa) of Law Decree No. 19 of 2020.

manufacturing, facilities, materials, services and infrastructures that are essential for national security and public aid; and

• other activities of strategic importance for the economy.

The following activities can continue only after notifying the local prefect:

• activities necessary to ensure supply chain continuity: (a) of the activities listed in Annex 3, (b) of the authorised activities, and (c) of activities of public utilities and essential services; and

• activities of plants with a continuous production cycle,88 the interruption of which would cause serious damage to the plant or risk of accident

For suspended activities, after notifying the local prefect:

• employees or delegated third parties can access the company’s premises for the following purposes: (a) surveillance, (b) conservation and maintenance, (c) payment management, and (d) cleaning and sanitation; and

• companies can ship goods in stock to third parties and receive goods to be placed in stock.

prevent the violation from continuing or being repeated.

If an individual gives untrue statements to the prefect, he/she can be charged with the crime under Art. 483 of the Italian Criminal Code, which envisages imprisonment of up to two years. If the non-authorised activity continues, the abovementioned administrative penalties may apply.

health.

88 No notification to the local prefecture is required for the activity of facilities that help ensure essential public service.

Further cases of criminal liability

Regulatory References Provisions Penalties Notes

Urgent provisions for

pharmacies to sell personal

protective equipment (“PPE”)

(Extraordinary Commissioner

Order No. 9 of 9 Apr.)

• Pharmacies are allowed to sell PPE even in the absence of the reference packaging, i.e., out-of-pack. The retail sale price of a PPE unit must be at or below the price of the pack divided by the number of PPE units in the pack.

• When opening packs, the pharmacy ensures to preserve the microbiological quality of each unit of PPE, inc. by having its staff take standard precautionary measures (hand hygiene, use of masks, gloves and gowns).

• Pharmacies can also provide consumer information in a simplified way (e.g., by putting up a sign at the point of sale).

• Each pharmacy must ensure that the packaging information is kept (name, manufacturer's and/or distributor's name, quantity, date of arrival and. where available, batch number) and the stock information as well (number of packets and number of pieces of PPE inside each one).

Breach of the order is punishable with a fine of up to EUR 206 or imprisonment for of up to three months (under Art. 650 of the Criminal Code) unless the breach constitutes a more serious offence.

Breach thus entails a criminal not an administrative penalty. Breach could also amounts to a negligent/malicious crime against public/individual health if the breach involved exposing others to the contagion.

Compliance with Italian Legislative Decree No. 231/2001 in the time of Covid-19

Potential Risks

Potential risks of criminal liability for the company under LD 231/2001 for:

• manslaughter and serious or very serious injuries unintentionally caused by violating health and safety at work regulations, in the event of death or injuries due to Covid-19 infection at work;90 and

• other offences relevant under LD 231/2001, in relation to which the Covid-19 pandemic could indirectly constitute an additional source of risk. For example, and without limitation:

− offences against industry and trade (for example, with reference to the production and trade of masks and personal protective equipment);

− IT offences and unlawful data processing (considering, among other things, the increased use of IT tools as a result of the extensive recourse to smart working);

− offences regarding relationships with public authorities/entities and tax offences (for example, with reference to the relationships with the public authorities with regard to the continuation of the company’s activities and the access to wage support measures; State aid; tax benefits; etc.); and

− corporate offences (for example, with reference to proper corporate information, for both non-listed and listed companies).

• Potential risk of penalties against the company – pecuniary fine, disqualification measures (also applicable as precautionary measures), publication of the judgment, and confiscation (and also precautionary seizure) of the price or profits from the offence;

• potential reputational damage; and

• potential directors’ liability for breach of their duties regarding the adequacy of the company’s organisational, administrative and accounting structure and of their duty to manage the company with care.

90 Confirmed cases of coronavirus infection at work are considered accidents at work under Art. 42 of the Cura Italia Decree.

Main Measures

− Assess the risks from Covid-19 and, where necessary, update the risk assessment document on which the 231 Model is based, the company’s policy regarding health and safety at work, and the 231 Model (in light also of the potential indirect effects of the pandemic on areas of risk other than the health and safety area).

− Promptly adopt and effectively apply suitable protocols for the prevention of the risks from Covid-19, in full compliance with the emergency regulations and the public authorities’ orders (anti-contagion safety protocols − prevention measures on hygiene and workplace sanitising, company organisation, personal protective equipment, access of suppliers to the company, health surveillance, communications, training, etc.), focusing also on the relationships with suppliers, clients and consultants. 91

− Have the company’s 231 supervisory body constantly and thoroughly monitor92 93 the functioning of, and compliance with, the 231 Model (in light also of the potential indirect effects of the pandemic on areas of risk other than the health and safety area) and the related protocols for the prevention of the risk of injuries or death from Covid-19 infection, and compliance with the relevant provisions of the emergency regulations and public authorities’ orders.

− Have the 231 supervisory body encourage the updating of the 231 Model, where necessary.

− Ensure efficient and constant information and communication flows94 – and enhance them where necessary − between the 231 supervisory body and the corporate bodies and functions, inc., among others:

• the governing body and the corporate control bodies, also guaranteeing constant and timely reporting to them;

91 See, particularly, Art. 30 of Legislative Decree No. 81/2008, the emergency regulations (PMD 10 April − which, among other things, provides for specific measures for the commercial businesses whose activity is not suspended −, the

Regions’ ordinances, etc.), the Protocol 14 March signed by the government and the trade unions and referred to initially by PMD 22 March and then by PMD 10 April − and thus mandatory for the companies whose activities are not suspended

− and any shared protocols concerning specific sectors (such as the “Shared protocol to contain the spread of COVID-19 in construction sites” of 19 March 2020). The Protocol 14 March provides for, particularly, measures concerning

communications, entry into the company, access to the company by external suppliers, company cleaning and sanitising, personal hygiene precautions, personal protective equipment, management of common spaces, company organisation

(shifts, travels, smart working and changes in production levels), management of employees’ entry and exit, internal movements, meetings, internal events and training, management of symptomatic people at work, health surveillance/company

doctor/employees’ safety representative, and updating of the protocol, providing for, among other things, the establishment in the company of a committee for applying and verifying the protocol rules. In this respect, see also the paragraph

“Measures to support employment – impact on employment relationships” above. See also the note No. 89 of 13 March 2020 of the National Labour Inspectorate on “Employer’s obligations – Coronavirus emergency risk assessment” (which highlights,

among other things, that it is appropriate to draft a specific appendix to the DVR (“Documento di Valutazione dei Rischi”) for the traceability of the implemented measures). 92 As a general rule, the activities of the 231 supervisory body shall be carried out remotely. 93 Including also the analysis of the reports received. 94 Among other things, the 231 supervisory body shall provide information input in relation to the emergency regulations issued over time and shall ask for information in order to verify that the biological risk from Covid-19 infection has

been assessed (assessment that must be made by the employer) and that the emergency regulations and the public authorities’ orders are complied with (e.g., with reference to the suspended or permitted activities, the communications to the

Prefect, etc.) and the prescribed risk mitigation measures are adopted and effectively applied.

Main Measures

• the employer, the Prevention and Protection Service, the company doctor, the employees’ safety representatives and the people in charge of first aid and emergency management;

• the human resources, legal, health and safety, internal audit and compliance functions; and

• the committee provided under the Protocol 14 March.

− Provide for and carry out additional controls regarding corporate information.

Data protection recommendations

Context Type of data processing Regulatory References

Recommendations

Processing personal data of workers

Questionnaires regarding their: a) last known whereabouts, b) health, and c) exposure to Covid-19

• GDPR (esp. Arts. 6, 9 and 13)

• Art. 2-sexies of LD 196/2003

• Protocol 14 March – implemented by PMD 22 March

• European Data Protection Board statement of 20 Mar.

• Track only necessary data (e.g., do not ask for information regarding family members)

• Provide employees with a privacy notice by email or hard copy and always have copies posted at the entrance and/or on the intranet

• Include, in accordance with the protocol, the following about the data processing in the privacy notice: a) its legal basis, i.e., to comply with the Cura Italia Decree and the PMD 22 March; and b) specification that the purpose is to protect health and safety at work and to prevent the spread of Covid-19

• Train staff involved in the collection/processing of personal data on how to keep the data confidential

• Ensure the privacy of those who have tested positive for Covid-19 or show symptoms: their health status may be disclosed only to the extent necessary to ensure health and safety at work

• Ensure the data protection officer is always involved in the decision-making process concerning data processing; if no data protection officer, involve the person in HR responsible for privacy-related matters

• Store personal data for no longer than necessary to manage the business during emergency


Recommendations

Taking of temperatures at the workplace entrance





• No storing of temperatures should be carried out, unless it is necessary for the purpose of documenting the reasons for not allowing the person to enter (i.e., temperature of above 37.5°C)

• Ensure the privacy of those with a temperature above 37.5°C

• Explain the privacy notice orally or provide a written summary of the notice; to avoid procedural encumbrances, also have copies available at the entrance

• Train the staff involved on how to minimise the privacy risks related to taking temperatures: the best option is to obtain advice from medical professionals

Additional data processing





Before carrying out investigations that are different to or go beyond those envisaged in the protocol, carefully assess the matter with the: a) data protection officer (if one); b) company doctor; c) individual responsible for workers’ safety; and d) trade union representatives. This assessment might require a data protection impact assessment under Art. 35 of the GDPR

Monitoring activity connected with remotly working

• GDPR (especially Arts. 6, 9 and 13)

• Law 300/1980 – Work Statue

• Protocol of 14 Mar. – implemented by the Prime Ministerial decree of 22 Mar.


Possible monitoring activities, employees must be notified before the company carries out any remote checking of the performance, under Art. 4 of Workers’ Statute and Privacy law.


Recommendations

Data processing through mobile apps to prevent the spread of Covid-19

Geolocalisation data processing

• Art. 74 of Cura Italia Decree

• Request for mandate – European Data Protection Board Plenary meeting 7 Apr.

• No law currently exists that permits the processing of individuals’ geolocalisation data to prevent the spread of Covid-19; in any case, any such permission would allow only the government to do so.

• Companies may, according to the President of the Italian Data Protection Authority, only share their geolocalisation data with public bodies to help prevent the spread of Covid-19.

• The mobile app recently developed by the Lombardy region instead enables citizens to carry out voluntary auto-screening, whose results are automatically sent to the public body

Processing personal data of visitors and suppliers at the entrance

Collection of questionnaires regarding their: a) last known whereabouts, b) health status, and c) exposure to Covid-19





The recommendations above for workers apply – to the extent applicable.

Taking of temperatures at the workplace entrance

The recommendations above for workers apply – to the extent applicable.

Competition law at the time of Covid-19

Area of Responsibility Issues/Opportunities

Possible Solutions

Relationships with competitors and with suppliers/distributors Possibility (in certain circumstances) of increasing collaboration with other undertakings (in the form of cooperation agreements, commercialisation agreements, purchasing agreements, etc.) to ensure the supply and distribution of essential goods/services at fair prices, also in light of the European Commission’s Temporary Framework Communication of 8 April 2020 and its Guidelines on the optimal and rational supply of medicines to avoid shortages during the Covid-19 outbreak.

Carry out an in-depth, case-by-case antitrust analysis to verify whether an agreement with other undertakings can be considered immune from antitrust regulations, which could involve asking the Commission for a comfort letter in accordance with the approach envisaged in the Temporary Framework Communication.

Online sales/e-commerce Prohibition on using aggressive or misleading practices to sell goods/services (especially online) and on charging excessive prices, especially for essential goods/services (relating to health and hygiene, food, etc.).

Analyse, on a case-by-case basis, selling practices that could be considered prohibited.

Update/adopt compliance programmes.

State aid

Provisions Measures Comments

The European Commission’s Temporary Framework

for State aid measures to support the economy in the

current Covid-19 outbreak (approved on 19 March 2020

and amended 3 April 2020) – Art. 107(3)(b) TFEU

The temporary framework allows member states to adopt

measures to support businesses, subject to compliance

with detailed conditions and the Commission’s

authorisation.

Two measures have been authorised for Italy:

• Incentives for the production and supply of medical

Companies must sometimes assess their eligibility in

light of EU law and any conditions set out in the

Commission’s related authorisation decisions. Indeed, a

distorted use of these measures could lead to restitution

claims.

Provisions Measures Comments

devices (Art. 5 of the Cura Italia decree)

• State guarantee to support a debt moratorium for

SMEs (Art. 56 of the Cura Italia decree)

Other measures, such as those providing liquidity support

to businesses (currently in draft form), are being examined

by the Commission.

Golden Power


Term Notes

Expansion of sectors

falling within the

scope of Golden

Power legislation and

the powers of the

prime minister’s office

Arts. 15–16 of the Liquidity Decree

The expansion of sectors will remain valid until enactment of an implementing decree detailing the strategic assets in the sectors listed in the “Notes” column

The decree adds three categories of activities to the scope of Golden Power legislation:

• supply of critical inputs, including energy or raw materials, as well as food security;

• access to sensitive information, including personal data, or the ability to control such information; and

• the freedom and pluralism of the media.

The decree also confirms that Golden Power legislation continues to apply to assets and business relationships in the following two sectors:

• critical infrastructure, whether physical or virtual, inc. energy, transport, water, health, communications, media, data

processing or storage, aerospace infrastructure, defence infrastructure, electoral or financial infrastructure, and

sensitive facilities, as well as land and real estate crucial for the use of such infrastructure; and

• critical technologies and dual use items as defined in Art. 2, point 1, of Council Regulation (EC) No 428/2009 (15),

inc. AI, robotics, semiconductors, cybersecurity, aerospace, defence, energy storage, quantum and nuclear

technologies as well as nanotechnologies and biotechnologies.

Clarification is also provided that the financial, credit and insurance sectors are subject to Golden Power legislation.

The decree expressly stipulates that the prime minister’s office may initiate Golden Power proceedings ex officio.

Expansion of transactions subject to notification obligations

Art. 15 of the Liquidity Decree

Until 31 Dec. The government must be notified of:

• decisions capable of changing the ownership, control or availability of assets and business relationships in the

abovementioned areas (e.g., decisions to transfer, merge or demerge a company); and

• acquisitions of stakes in companies that hold strategic assets in the energy, transport and communication sectors, or


Term Notes

that operate in one of the five abovementioned areas, if:

the buyer is a non-Italian EU party and assumes control of the company with the asset or the business

relationship; or

the buyer is a non-EU party and acquires: (a) a stake of at least 10%, if the transaction value exceeds EUR 1 m;

or (b) a stake exceeding 15%, 20%, 25% and 50%. Notification is required upon exceeding each threshold.

Non-EU parties must still notify the government of investments that entail acquiring a controlling stake in companies with assets or business relationships in the five abovementioned strategic areas (pending enactment of an implementing decree detailing the strategic assets/sectors).

Appendix – main legislative measures and definitions

(A) National and territorial measures adopted during the Covid-19 emergency

Cura Italia Decree Law Decree No. 18 of 17 March 2020, entitled “Measures to strengthen the National Health Service and economic support for families, workers and enterprises related to the epidemiological emergency by COVID-19”; available in Italian here.

Liquidity Decree Law Decree No. 20 of 8 April 2020, entitled “Urgent measures on access to credit and tax compliance for businesses, special powers in strategic sectors, as well as measures in the field of health and work, extension of administrative and procedural deadlines”, available in Italian here

LD 2 March Law Decree No. 9 of 2 March 2020, entitled “Emergency support measures for families, workers and enterprises related to the epidemiological emergency by COVID-19”; available in Italian here.

LD 25 March Law Decree No. 19 of 25 March 2020, entitled “Emergency measures to deal with the epidemiological emergency by COVID-19”; available in Italian here.

PMD 8 March Prime Ministerial Decree of 8 March 2020, entitled “Further implementing provisions of Law Decree No. 6 of 23 February 2020 laying down emergency measures for the containment and management of the COVID-19 epidemiological emergency, applicable throughout the whole national territory”“; available in Italian here.

PMD 11 March Prime Ministerial Decree of 11 March 2020, entitled “Further implementing provisions of Law Decree No. 6 of 23 February 2020 laying down emergency measures for the containment and management of the COVID-19 epidemiological emergency, applicable throughout the whole national territory”; available in Italian here.

PMD 22 March Prime Ministerial Decree 22 March 2020, entitled “Further implementing provisions of Law Decree No. 6 of 23 February 2020 laying down emergency measures for the containment and management of the COVID-19 epidemiological emergency, applicable throughout the national territory”; available in Italian here.

PMD 1 April Prime Ministerial Decree of 1 April 2020, entitled “Implementing provisions of Law Decree No. 19 of 25 March 2020 laying down emergency measures to deal with the epidemiological Covid-19 emergency, applicable throughout the national territory”; available in Italian here.

PMD 10 April Prime Ministerial Decree of 10 April 2020, entitled “Further provisions implementing Law Decree No. 19 of 25 March 2020, on urgent measures to deal with the epidemiological emergency by COVID-19, applicable throughout Italy”, available in Italian here

Protocol 14 March The shared protocol between the Government and the trade unions on measures to fight and contain the spread of the Covid-19 virus in the workplace, signed on 14 March 2020.

(B) Main additional measures referred to in this vademecum

https://www.gazzettaufficiale.it/showNewsDetail?id=2537&provenienza=home

https://www.gazzettaufficiale.it/eli/id/2020/04/08/20G00043/s

https://www.gazzettaufficiale.it/eli/id/2020/03/02/20G00026/sg


https://www.gazzettaufficiale.it/eli/id/2020/03/08/20A01522/sg






INPS Circular No. 45/2020 INPS Circular No. 45 of 25 March 2020, entitled “COVID-19 emergency leave in favour of employees in the private sector, workers registered with the Separate Account referred to in Art. 2.26 of Law No. 335 of 8 August 1995 and self-employed workers. Extension of paid leave referred to in Art. 33.3 and Art. 33.6 of Law No. 104/1992 for employees in the private sector. Operating instructions”; available in Italian here.

INPS Circular No. 47/2020 INPS Circular No. 47 of 28 March 2020, entitled “Law Decree No. 18 of 17 March 2020 on measures to strengthen the National Health Service and economic support for families, workers and enterprises related to the epidemiological emergency by COVID-19. Special rules on ordinary wage integration treatment, ordinary allowance, redundancy fund in derogation”; available in Italian here.

INPS Circular No. 49/2020 INPS Circular No. 49 of 30 March 2020, entitled “COVID-19 compensation and extension of the deadline for the submission of unemployment applications referred to in Law Decree No. 18 of 17 March 2020. Accounting and tax instructions. Changes to the chart of accounts”; available in Italian here.

LD 148/2015 Legislative Decree No. 148 of 14 September 2015, entitled “Provisions for the reorganisation of the legislation on social safety nets during the employment relationship, in implementation of Law No. 183 of 10 December 2014”; available in Italian here.

LD 196/2003 Legislative Decree No. 196 of 30 June 2003, entitled “Personal Data Protection Code”; available in Italian here.

LD 231/2001 Legislative Decree No. 231 of 8 June 2001, entitled “Rules governing the administrative liability of legal persons, companies and associations, inc. those without legal personality, pursuant to Art. 11 of Law No. 300 of 29 September 2000”; available in Italian here.

MEF Decree 25 March Decree of the Ministry of Economy and Finance of 25 March 2020, entitled “Solidarity fund for loans for the purchase of the first house, pursuant to Art. 54 of Law Decree No. 18 of 17 March 2020”; available in Italian here.

MISE Decree 25 March Decree of the Ministry of Economic Development of 25 March 2020, entitled “Modification of the list of codes in Annex 1 of Prime Ministerial Decree of 22 March 2020”; available in Italian here.

MLPS Decree 24 March Decree of the Ministry of Labour and Social Policies, in agreement with the Ministry of Economy and Finance, of 24 March 2020; available in Italian here.

(C) Other definitions

AIFA The Italian Medicines Agency.

CIGO The Ordinary Wages Guarantee Fund.

CIGS The Extraordinary Wages Guarantee Fund.

Extraordinary Commissioner The extraordinary commissioner for the implementation and coordination of measures to contain and combat the epidemiological Covid19

https://www.inps.it/bussola/VisualizzaDoc.aspx?sVirtualURL=%2FCircolari%2FCircolare%20numero%2045%20del%2025-03-2020.htm




https://www.gazzettaufficiale.it/atto/serie_generale/caricaDettaglioAtto/originario?atto.dataPubblicazioneGazzetta=2003-07-29&atto.codiceRedazionale=003G0218




https://www.lavoro.gov.it/documenti-e-norme/normative/Documents/2020/DI-del-24032020-Riparto-risorse-Cassa-in-deroga.pdf

emergency.

DI Inter-ministerial decree.

FIS The wage subsidy allowance.

SMEs Guarantee Fund The Central SMEs Guarantee Fund established by Law No. 662 of 23 December 1996.

GDPR The General Regulation on Data Protection under Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016.

ISS The Italian National Institute of Health.

MAECI Ministry of Foreign Affairs and International Cooperation.

MEF Ministry of Economy and Finance.

MiBACT Ministry of Cultural Heritage and Activities and Tourism.

MIPAAF Ministry of Agricultural, Food and Forestry Policies.

MISE Ministry of Economic Development.

MIT Ministry of Infrastructure and Transport.

MLPS Ministry of Labour and Social Policies.

TUF Consolidated Act on Finance pursuant to Legislative Decree No. 58 of 24 February 1998.

TUIR Consolidated Act on Income Taxes pursuant to Presidential Decree No. 917 of 22 December 1986.

TULS Consolidated Act of Health Laws of the Royal Decree No. 1265 of 27 July 1934.

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It should not be construed or relied on as legal advice.

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