Italy

Angelo Zambelli – Founding Partner, Zambelli & Partners                                            28-11-2025 The employer must notify the revocation of the layoff within fifteen days of notification by the employee of the challenge of the dismissal. Once the deadline for revoking the dismissal has expired, for the purposes of reinstating the employment relationship, the general principles of the legal system re-expand and the revocation of the dismissal takes the form of a negotiation proposal subject to the employee’s acceptance. After clarifying, with judgment no. 16630 of 2024, that the fifteen-day period for revoking dismissal – starting from the notification to the employer of the relevant challenge of the layoff – is completed by simply sending the revocation to the employee, the Supreme Court has ruled again on the matter in rulings no. 26954 and 26957 both of 7 October 2025, regarding two cases of dismissal served on pregnant employees and subsequently revoked. In the first case, the Court of Appeal of Venice deemed the revocation of the dismissal, which took place more than fifteen days after the challenge of the termination, to be timely made, linking the starting date of the fifteen-day term to the date on which the employer had become aware of the employee’s pregnancy by way of a subsequent communication integrating the challenge itself and accompanied by a medical certificate attesting pregnancy. According to the Court of merits, if the invalidity of the dismissal is not known (nor knowable) to the employer and does not relate to the reasons grounding the dismissal, the deadline for exercising the right of revocation of the layoff does not start from the generic challenge against dismissal, but from the moment when the employee “by means of the challenge … discloses the reason for the invalidity [of the dismissal].” The Supreme Court, in its ruling no. 26954/2025, rejected this interpretation, referring first and foremost to the wording of Article 6 of Law no. 604/1966, which does not require any particular formality for the extrajudicial challenge of dismissal, as “any written document suitable for making known the employee’s intention to challenge the dismissal” is sufficient. That said, the Supreme Court clarified that the revocation of dismissal constitutes the exercise of an exceptional discretionary right that allows the employer to unilaterally affect the legal sphere of the employee, resulting in the automatic reinstatement of the employment relationship, provided that the act is adopted within the peremptory term of fifteen days from the challenge of dismissal. Once this deadline has passed, the general principles of the legal system “re-expand,” so that the revocation of the dismissal takes the form of a negotiation proposal, without immediate effect and subject to the employee’s acceptance pursuant to Article 1326 of the Italian Civil Code. The Supreme Court reached the same conclusions in judgment no. 26957/2025, which also concerned a case in which the revocation of the dismissal took place after the peremptory deadline of fifteen days from its challenge. On that case, the Court—reaffirming the principle of law that the fifteen-day period for revoking the dismissal commences from the date of the challenge against the dismissal, regardless of the reasons given by the employee for its invalidity—specified that, once that period has expired, a conclusive behaviour on the part of the employee is not sufficient for the purposes of reinstating the employment relationship, but an agreement is necessary, subject to the ordinary rules of contract formation and therefore based on the acceptance of the offer. Given that the interpretation of the law in the decisions appears to comply with the law, in the second case, a principle of stipulation of the agreement by conclusive facts could also be inferred. However, in the first degree, the Court of merits assessed that the employee had not accepted the company’s proposal. Key Action Points for Human Resources and In-House Counsel Practical Points The employer must notify the revocation of the layoff within fifteen days of notification by the employee of the challenge of the dismissal. Such fifteen-day deadline is not linked to the reason for which the dismissal was challenged and disclosed by the employee at a later stage; Once the deadline for revoking the dismissal has expired, for the purposes of reinstating the employment relationship, the general principles of the legal system re-expand and the revocation of the dismissal takes the form of a negotiation proposal subject to the employee’s acceptance.

CommerceClarity, a company engaged in the design and development of software that streamlines business processes in the e-commerce sector, announces the closing of a pre-seed investment round of approximately €2.7 million led by Italian Founders Fund and Entourage, with the participation, among others, of Euregio + Alpine Venture Capital and Vento Ventures. Italian Founders Fund and Entourage were advised by BonelliErede, with the venture capital team led by partner Giulia Bianchi Frangipane and composed of managing associate Enrico Goitre and associates Benedetta Duca and Francesca Gea Rusconi. CommerceClarity was assisted on legal matters by LawaL Legal & Tax Advisory with a team composed of partner Alessandro Funaro, senior associate Vittoria Laera and trainee Jacopo Sciarretta. The notarial aspects of the transaction were handled by notary Giovannella Condò and lawyer Giulia Tonini of Milano Notai.

Two major Italian companies—one providing blockchain services and belonging to a listed group, and a luxury automotive manufacturer, also listed—have launched an innovative project by developing a digital token that grants the exclusive right to participate in a digital car auction. The token will be part of a digital wallet developed within a blockchain-based infrastructure, can be managed through the automotive manufacturer’s app, and the purchase of the ownership right will be secured through highly advanced security and encryption protocols. The token issuance was carried out in accordance with Regulation (EU) 2023/1114 (Markets in Crypto-Assets Regulation, or MiCA), which governs crypto-asset markets with the aim of mitigating the risks that an uncontrolled development of such products could pose to the proper functioning of the payments system. MiCA introduces a harmonized framework within the European Union for the issuance, public offering, and admission to trading of certain crypto-assets, as well as for the provision of services related to specific types of crypto-assets, such as: Electronic money tokens (EMTs), defined as crypto-assets intended to maintain a stable value by referencing a single official currency; Asset-referenced tokens (ARTs), defined as crypto-assets that are not EMTs and that aim to maintain a stable value by referencing another value, a right, or a combination thereof, including one or more official currencies; Crypto-assets "other than" EMTs and ARTs, a category encompassing all crypto-assets that do not fall within the first two definitions. The token described appears to fall within this third category, as it grants a right to participate in the auction and, as such, provides a genuine service. The trust placed in the use of blockchain as a tool capable of ensuring the secure acquisition of ownership rights through simple and safe steps—expressed by a historic luxury automotive group—highlights the importance of innovation, even when linked to the specific context of an auction. From this perspective, the entire luxury industry may evaluate whether to replicate the use of blockchain. More generally, the progressive development of regulatory frameworks, including in Italy—such as the recent supervisory provisions issued by the Bank of Italy concerning EMTs and ARTs—will increasingly encourage the adoption and dissemination of similar structures, providing greater legal certainty in the use of crypto-assets. By Alessandra Caldera - lawyer with more than 15 years of experience in the regulatory and finance field.

Milan, November 21, 2025 – Star First Partners, an Italian search fund founded by Alessandro Conti, has completed the acquisition of the entire share capital of Olistika, a San Marino-based company active in the production and marketing of pet food. The acquisition was carried out through the creation of an Italian corporate vehicle, in which one of the sellers and former CEOs reinvested. The transaction was financed in part by capital raised directly from Star First investors and in part by a loan from Solution Bank (Vito Ronchi, Ambra Cortesi, and Andrea Bellettini). Star First was assisted on corporate matters by Bird & Bird with a team led by partner Calogero Porrello (pictured left), assisted by associate Alice Maria Cuccio (pictured right). In addition, Star First was assisted in financing matters by attorney Gaetano Petroni. Studio CSSF, with partner Luca Sintoni, supported the buyer with regard to tax issues. Solution Bank was assisted by the law firm LawaL Legal & Tax Advisory with a team coordinated by senior associate Luca Gobbi and composed of associate Marco Baio.   Luca Gobbi (Senior Associate) PER MAGGIORI INFORMAZIONI / FOR MORE INFORMATION Ambrogio Visconti, Partner PBV & Partners Srl [email protected] Mob +39 3386728934   Tel +39 0332.700542