ITALY Law and Practice Contributed by: David A Röttgen, Andrea Farì, Francesco Fonderico and Ermanno Fonderico, Ambientalex Studio Legale
9.2 Lender Protection Before investing or taking action, lenders should first carry out accurate legal and technical due diligence. Secondly, lenders should seek appropriate contractu- al guarantees. Thirdly, lenders should refrain from any actions that could be classified as the direct involve- ment of the lender in the misconduct. In general, it is recommended to carry out a case-by-case analysis, also given the fact that case law is rapidly evolving.
office in Italy, or with a permanent establishment in Italy and registered in the Companies Register. The aim is to protect national production sites from risks arising from catastrophic events. With Ministerial Decree No 18/2025, the Ministry of Economy and Finance adopted the regulation setting out the implementation and operational procedures for catastrophic risk insurance schemes pursuant to Article 1, paragraph 105 of Law 213/2023. Decree-Law No 39 of 31 March 2025 extended the deadlines for mandatory insurance policies against catastrophic risks, setting graduated deadlines for dif- ferent sizes of businesses. Large undertakings that are public-interest entities with more than 500 employees on average during the financial year, as well as public- interest entities that are parent undertakings of a large group with more than 500 employees, should comply with the original deadline of 1 April 2025, but also have a 90-day standstill period without penalties to comply. For medium-sized undertakings (between 50 and 250 employees), the deadline is postponed to 1 October 2025, while for small and micro-undertakings (fewer than 50 employees), it is set at 31 December 2025. The law converting the relevant decree, Law No 78 of 27 May 2025, made the new deadlines definitive and introduced other changes, such as the obligation to insure buildings constructed or extended with a valid building permit. Lenders in Italy are not usually liable for violations of environmental laws by borrowers. However, liability may arise if lenders have interfered in the decisions of borrowers, by actions or omissions of due conduct, such as to cause environmental violation, damage or pollution. Special liabilities may arise were lenders to become the owners of the respective plot of land or business due to granted securities (see also 5.1 Key Types of Liability , 5.2 Liability for Historical Envi- ronmental Incidents or Damage and 10.4 Landmark Cases ). 9. Lender Liability 9.1 Financial Institutions/Lenders
10. Civil Liability 10.1 Civil Claims
Italian civil law differentiates between remedies under tort law and those under contractual law. Under tort law (also applying to environmental damage) the relevant provisions are set forth by Articles 2043 et seq of the Italian Civil Code. Contractual remedies depend on the type of contract entered into by the parties. However, given that remedies provided by law are not always satisfactory, it is common to pro- vide specific contractual clauses. If properly drafted, environmental indemnities (which are increasingly being used in Italy) do represent an effective way to reduce the buyer’s financial exposure by allowing the buyer to claim from the seller the costs and damages incurred, or even to govern the procedures relating to the clearing of environmental liabilities. Depending on the type of transaction chosen under Italian law, in general terms and except for very limited cases, the payment – between the parties to an M&A transaction – of an agreed environmental indemnity does not limit potential environment-related liabilities arising under public law vis-à-vis the competent public authorities. Furthermore, a civil liability system is also outlined in Part VI of the Code providing for various instruments to guarantee its effectiveness, such as: • the prevention and restoration measures contained in Articles 304 and 305 of the Code; • the ministerial order pursuant to Articles 312 and 313 of the Code; and • the action for damages in a specific form before the civil or criminal court (where MASE is a civil party) pursuant to Article 312 of the Code.
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