WST

In its judgment of 10 September 2025 (Case T-288/24), the General Court of the European Union provided important clarifications on sound marks and, whilst applying the established criteria developed by EU case law, set aside the refusal issued by the Board of Appeal and recognised the registrability of a sound mark intended for transport services.The decision offers some useful guidance on how the distinctive character of sound marks should be assessed, with particular regard to evolving market practices and, above all, consumer perception.Firstly, it is reiterated that the criteria for assessing the distinctive character of a sound mark are the same as those applicable to conventional trade marks (word or figurative marks) and, therefore, a higher level of distinctiveness cannot be expected simply because the sign consists of a sequence of sounds.This does not mean, however, that any sound can be registered as a trade mark. The Court emphasises that the sign, even if brief (in the present case, it consisted of four notes), must possess sufficient perceptual ‘impact’, that is to say, characteristics such that the public can recognise it as an indicator of commercial origin and not merely as a functional or informative signal.A further point of interest concerns the role of the economic context. Whilst it is true that consumers are normally more inclined to attribute a distinctive function to word or figurative trade marks, market practices may evolve. In certain sectors, such as transport, the growing use of jingles and sound identities in stations, airports and on public transport has made the public more accustomed to associating certain sounds with a specific business operator.It follows that the assessment of distinctive character cannot be conducted in the abstract, but must take into account the actual ways in which the sign is perceived within the relevant sector. Even a short melody can therefore be registered as a trade mark, provided it is not dictated by technical or functional requirements and is capable of being remembered and linked to the commercial origin of the goods or services.The ruling thus confirms a growing openness towards sound marks and emphasises the importance, for businesses, of developing branding strategies that also capitalise on acoustic identity, provided that the sign is effectively perceived by the public as a trade mark.

1) The ruling and the principle of law set forth. In its ruling of 5 February 2026 (Case C-810/24), the Court of Justice of the European Union decided against the right of pre-emption in the context of the Italian project financing mechanism, imposing the non-application of said mechanism in Public-Private Partnership procedures. More specifically, the CJEU found said mechanism, provided for by the Italian law on public procurement, which allows the promoter of the project  who was ultimately not awarded the contract at the end of the tender procedure, to obtain the contract by adapting its proposal to the conditions of the best bid, to be incompatible with the EU legislation and principles. The ruling directly concerns the provisions of the previous Article 183, paragraph 15, Legislative Decree 50/2016 (the former Code of public contracts), which gave the promoter the above-mentioned right of pre-emption, with the related obligation to reimburse, within the percentage limit thereby provided for, the expenses incurred by the original successful bidder. The actual scope of the ruling, however, does not only involve the prior Code of public contracts: in fact, its impacts are disruptive with regard to the current legislative framework, as a pre-emption mechanism is still provided for - in a comparable manner - by the current Article 193, paragraph 12, of Legislative Decree 36/2023. 2) Reasons for the decision: ex post modification of the bid and distortion of competition. On the merits, the Court of Justice identified the critical issue in the effects that the pre-emption mechanism has on competition. In fact, the right given to the promoter to adjust its bid ex post to the ranking already established gives it an advantage without providing for any counter-balancing measure to the other bidders, allowing it to intervene on its proposal when the outcome of the competition has already emerged, in violation of the principle of equal treatment between participants, which requires all of them to have the same opportunities when formulating their bids. Conversely, allowing a single operator to “optimize” its bid ex post (i.e. after gaining full knowledge of the conditions of the winner) irreparably collides with the principle of fair competition. At the same time, the Court also highlighted the possible dissuasive effect on participation (the so-called “barrier to entry”), especially for operators established in Member States that are not their States of incorporation, since the uncertainty introduced by the pre-emption mechanism affects the predictability of the outcome of the procedure and, therefore, the interest in participating in it. Furthermore, the principle of transparency, according to the CJEU, requires that the rules be clear and the results definitive. Pre-emption, on the other hand, introduces a phase of uncertainty that undermines the final nature and legal certainty of the award decision. According to the CJEU, the criticisms of the regulatory framework for project financing remain valid even with the provision that allows the original successful tenderer to obtain the reimbursement of the expenses linked to the tender procedure and the initial project creation, as this is an economic corrective measure that does not eliminate the competitive asymmetry caused by the ex post remodulation allowed only to the promoter. 3) The European context and the intervention of the Corrective Mechanism. The issue, however, arose in a context in which guarantees of compliance with the principles of impartiality and transparency in relation to national project finance regulations were already subject to attention at European level. In fact, in a letter of formal notice dated 8 October 2025, the Commission had initiated the relevant infringement procedure, pointing out persistent instances of non-compliance of the Italian legislative framework with the EU directives on public procurement, with specific regard, among other things, to the pre-emption mechanism. Indeed, with the entry into force of Legislative Decree 209/2024 (the so-called "Correttivo Appalti", which amended the Code of public contracts, Legislative Decree 36/2023), the promoter's proposal was subject to a special publicity regime, opening a period for the submission of alternative or competing proposals: the ruling, however, – by fundamentally affecting the pre-emption mechanism and calling into question its compatibility with EU law – makes this intervention, regardless of its relevance from a procedural point of view, nevertheless insufficient in itself to 'save' the mechanism. 4) Conclusions. Following the ruling in question, it will also be necessary to consider the non-application of the provision currently contained in Article 193, paragraph 12, of Legislative Decree 36/2023, as it reproduces the pre-emption mechanism declared incompatible with EU law in the ruling. In this respect, it is also worth noting that the earliest domestic decisions have already begun to extend the implications of the CJEU’s ruling to the corresponding provisions of the new Public Contracts Code. In particular, in Advisory Opinions Nos. 14/2026 and 15/2026, delivered on 26 February 2026, the Emilia-Romagna Regional Court of Auditors stated that, although the CJEU judgment formally concerned Legislative Decree No. 50/2016, the incompatibility identified by the Court stems from fundamental EU principles governing concessions that apply in the same way under Legislative Decree No. 36/2023. On an operational level, this requires Public administrations and economic operators to assess the structure of ongoing and future procedures with caution, including the high risk of litigation and the (in)stability of the award outcome. What remains to be seen is whether, and on what terms, the legislator intends to introduce alternative methods aiming at promoting private initiative mechanisms, as it is pivotal for the Italian State to utilize legislative levers to mobilize privately owned assets, as the economic interest in the investment in public infrastructures and services will play a crucial role in the future development of the Nation.   Edited by: The Administrative Law Team

Silvia Lucantoni Introduction In employment relationships with cross-border elements, EU legislation identifies, as a general criterion for determining the applicable social security legislation, the place where the work is actually carried out. This general rule is derogated from in certain specific situations that justify recourse to alternative connecting factors. Among these, Article 13 of Regulation (EC) No 883/2004 identifies the situation in which an employed or self-employed person habitually pursues an activity in two or more Member States. In such a case, the social security legislation of the worker’s State of residence applies if the worker pursues a substantial part of his or her activity in that State or if the worker is employed by several employers whose registered offices or places of business are located in different Member States. If the worker does not pursue a substantial part of his or her activity in the State of residence, the worker is subject to the social security legislation of the State in which the employer has its registered office or place of business or, in the case of a self-employed person, where the centre of interests of the activity is located. Substantial part of the activity: what does it mean? Guidance on what is meant by a “substantial part of the activity” and when this requirement is met is provided by Implementing Regulation (EC) No 987/2009, in particular Article 14(8), which states: “For the purposes of the application of Article 13(1) and (2) of the basic Regulation, a ‘substantial part of employed or self-employed activity’ pursued in a Member State shall mean a quantitatively substantial part of all the activities of the employed or self-employed person pursued there, without this necessarily being the major part of those activities. To determine whether a substantial part of the activities is pursued in a Member State, the following indicative criteria shall be taken into account: (a) in the case of an employed activity, the working time and/or the remuneration; and (b) in the case of a self-employed activity, the turnover, working time, number of services rendered and/or income. In the framework of an overall assessment, a share of less than 25 % in respect of the criteria mentioned above shall be an indicator that a substantial part of the activities is not being pursued in the relevant Member State”. With judgment KN of 4 September 2025, Case C‑203/24, the Court of Justice of the European Union addressed the question of whether the indicative criteria referred to in the EU provision should be regarded as exhaustive or whether other criteria not expressly provided for by EU law may also be taken into account. The question was referred to the Court by the Dutch referring court, in light of the Dutch language version of the Regulation, whose wording includes the term “also” in relation to the criteria indicated by the provision (“The assessment of whether a substantial part of the activities is pursued in a Member State is also based on the following indicative criteria …”). According to the Dutch referring court, the use of the adverb “also” and the adjective “indicative”, referring to the criteria to be taken into account, would suggest that, within an overall assessment of the worker’s situation, other circumstances beyond those expressly listed by the Implementing Regulation could also be considered. Indeed, the observations of the Dutch court are not without merit. Beyond the word “also”, which does not appear in all language versions of the Implementing Regulation, the expression “indicative criteria” undoubtedly evokes the revealing or symptomatic nature of the listed criteria, but not necessarily their exclusivity. Moreover, the Administrative Commission for the Coordination of Social Security Systems itself, in its Practical Guide on “Applicable legislation”, has provided an interpretation aligned with that suggested by the Dutch court: “Working time and/or remuneration must be taken into account obligatorily, but this does not preclude other criteria from also being taken into account. It is for the competent institutions to take account of all relevant criteria and, before deciding on the applicable legislation, to carry out an overall assessment of the person’s situation”. The Court of Justice, however, opted for a strict interpretation, expressly aimed at ensuring legal certainty and the principle of the uniqueness of the applicable legislation. After clarifying that the wording used in one of the language versions of a provision of EU law is not binding — since such provisions must be interpreted in the light of the general scheme and objectives of the legislation of which they form part — the Court reiterated that Article 14(8) of the Implementing Regulation operates within a derogatory framework of the general rule on applicable legislation (lex loci laboris). Its purpose is to avoid the complications that might arise from applying the general rule to situations involving activities pursued in two or more Member States. Within this framework, the derogating provisions seek to ensure that workers who pursue activities in two or more Member States are subject to the legislation of a single Member State and, to that end, lay down connecting factors that take into account the objective situation of those workers in order to facilitate free movement. In case of employed activity, those connecting factors are the criteria relating to working time and/or remuneration. Court of Justice excludes the possibility of taking other criteria into account and emphasises that the fact that the assessment must be carried out “within the framework of an overall assessment of the situation of the worker concerned” does not mean that additional criteria may be added to those listed by the provision, but rather that all employed activities carried out by the same worker must be considered as a whole. Pursuant to Article 14(8) of Regulation No 987/2009, where working time and/or remuneration in the Member State of residence do not reach 25% threshold, it cannot be said that a substantial part of the activity is pursued in that State. Allowing otherwise would “disregard the derogatory nature of the connecting factors laid down” by Articles 12 and 14 of Regulation No 883/2004 and would give rise to “uncertainty as to the application of the conflict-of-law rules” set out in Title II of Regulation No 883/2004, “to the detriment of the simplicity that those rules are intended to establish with regard to the application of connecting factors based on the objective situation of the worker concerned”. As regards the guidance provided by the “Practical Guide” drafted and approved by the Administrative Commission for the Coordination of Social Security Systems, the Court highlights, on the one hand, that such a document is, by its nature, devoid of binding legal force and, on the other hand, that, even according to the Guide itself, the criteria of working time and remuneration must obligatorily be applied. It follows, according to the Court, that those criteria cannot, in any event, be offset or replaced by unspecified alternative criteria. The relevant time period Article 14(10) of Regulation No 987/2009 provides that, for the purposes of determining whether a substantial part of the activity is pursued in a Member State, the “situation projected over the following twelve calendar months” shall be considered. On this point too, the above-mentioned Practical Guide showed interpretative openness: “Past activity may also constitute a reliable indicator of future conduct. Therefore, where it is not possible to base a decision on the expected working arrangements or duty rosters, it will be reasonable to take into account the situation over the previous 12 months and use it to assess the substantial activity. If a company has been recently set up, the assessment may be based on an appropriate shorter period”. Once again Court of Justice didn’t endorse such openness in the judgment under examination. The Court specified that although “the starting point of the twelve-month period to be taken into account is not expressly specified, it is nevertheless clear” from the literal wording of the provision that “it refers to the twelve months following, since no provision of that regulation refers to the past situation of the worker concerned”. Considering that paragraphs 8 and 10 of Article 14 of Regulation No 987/2009 refer to “cases in which a worker pursues an activity in two or more Member States”, it must be concluded that “the dies a quo must be the start of the pursuit of the activity in two or more Member States”. It follows that, in order to assess whether a worker pursues a substantial part of his or her activity in the Member State of residence, only the situation projected over the following twelve calendar months shall be taken into account. Conclusions The “indicative criteria” set out in Article 14 of Implementing Regulation (EC) No 987/2009 to Regulation (EC) No 883/2004 must be interpreted as exhaustive criteria, the fulfilment of which is necessary and mandatory for the purposes of determining whether the share of activity pursued in the Member State of residence is below or above the 25% threshold. Other criteria cannot be taken into account, either in addition to or as an alternative to those provided for by EU law, in order to ensure legal certainty and the principle of the uniqueness of the applicable social security legislation, within the derogatory framework in which the provisions at issue operate.

On 18 February 2026, the Council of Ministers approved the so-called “Energy Bills Decree”, which is part of a transformation of the national electricity system that seeks to combine consumer protection with industrial competitiveness and energy security, further influencing energy costs. The regulations relating to data centres were particularly eagerly awaited: the heterogeneity of the parties involved in the authorisation procedures, in addition to the lack of consistency in the regulatory framework, had hitherto led to serious obstacles to the development of data centres in Italy. Furthermore, from a forward-looking perspective, it is necessary to take into account the impact of data centres on electricity grids, given the enormous amount of energy that their operation will consume. The Energy Bills Decree now paves the way for definitive regulation of the sector. The preamble to the Decree refers to the European regulatory framework and, in particular, 'Delegated Regulation (EU) 2024/1364 of the European Commission of 14 March 2024 on the first phase of the establishment of a common Union classification system for data centres', which highlights the coordination between national and European regulations on data centres. Furthermore, the Decree refers to 'the extraordinary need and urgency to introduce measures aimed at promoting the resolution of the virtual saturation of electricity networks and the integration of data processing centres into the electricity system', thus clarifying that the regulatory intervention is intended to address the growing impact of digital infrastructure on the electricity grid. It is in this context that Article 8 of the Decree, dedicated to the authorisation profile of data centres, is introduced. The aforementioned provision stipulates that authorisation for the construction and expansion of data centres, as well as for the related user connection networks, of any voltage, is now granted through a single procedure by the authority competent to issue the integrated environmental authorisation (AIA). For projects already submitted to regional or provincial AIA procedures, the power to issue the authorisation will not be delegated to sub-provincial authorities. These provisions suggest that the decision to concentrate authorisation powers in this area in the hands of the AIA authority responds to the need to ensure a qualified technical assessment that avoids fragmenting the decision-making process, which, as we have seen, has been one of the main critical issues for the development of data centres to date. In order to obtain the single authorisation, the applicant is required to attach to the application all the documentation and project plans required by the specific sector regulations for the issue of authorisations, agreements, licences, opinions, concerted actions, clearances and approvals, including those necessary for integrated environmental authorisation, environmental impact assessment, landscape or cultural authorisation, water use and atmospheric emissions. In the case of projects subject to environmental impact assessment ('EIA'), the application must also contain a public notice certifying the submission of the application, indicating any consent required. This establishes a model in which the competent authority coordinates all the necessary assessments within a single procedure. The Decree also sets a specific time limit for the conclusion of the single procedure. In fact, this procedure shall not exceed ten months from the verification of the completeness of the documentation, while the deadlines for environmental impact assessments are halved. The ten-month deadline may be extended only in exceptional circumstances and in any case for a maximum of three months, depending on the nature, complexity, location or scope of the project. Authorisation is granted following an (asynchronous) service conference attended by all the competent authorities, including those responsible for environmental protection, landscape, cultural heritage, health and public safety. However, if the project is declared to be of national strategic interest, the single authorisation, which replaces any other necessary title, is granted in a single procedure under the jurisdiction of the Government's Special Commissioner for the implementation of investment programmes of national strategic interest. With regard to the connection of data centres to the electricity grid, for projects requiring a connection with a voltage exceeding 220 kV and which, as of the date of entry into force of the Decree, have already obtained the necessary permits, including environmental measures, the authority responsible for authorising the connection works is identified as the region concerned, or, in the case of works extending across several regions, the competent authority is the region in which the majority of the works are to be carried out.. The Decree therefore introduces an authorisation framework that establishes clear deadlines for the completion of the procedure and concentrates the relevant assessments within a limited decision-making body. The challenge of this Decree and, in general, of all the legislation that will regulate data centres, is and will remain that of ensuring their integration into the national electricity system, which is subject to structural constraints and must safeguard the security and sustainability of the grid. Edited by: The Energy & Environmental Law Team

In a notice dated 15 May 2026, the Customs and Monopolies Agency provided operational guidance ahead of the introduction of the new flat-rate duty on low-value consignments. Abolition of the duty-free allowance and transitional duty Following the adoption of Regulation (EU) 2026/382, with effect from 1 July 2026, the exemption from import duties for consignments with an intrinsic value not exceeding 150 euros sent directly from a third country to a person located in the EU will be abolished. From the same date until 1 July 2028, such consignments will be subject to a flat-rate duty of 3 euros per item, regardless of the tariff classification of the imported goods, whether the goods are declared under fields H1, H6 or H7, and the VAT collection regime used (IOSS, special scheme or standard VAT).   The measure — aimed at strengthening controls on low-value consignments, combating fraud and ensuring a more level playing field for EU economic operators — is intended to apply pending the introduction of the EU Customs Data Hub, scheduled to come into effect on 1 July 2028. From that date, in fact, all goods sold via e-commerce will be subject to customs duty in the usual manner, i.e. at the rate corresponding to their specific customs classification.   Amendments to the Delegated and Implementing Regulations The application of the new provisions has necessitated amendments to certain provisions of Delegated Regulation (EU) No 2015/2446 and Implementing Regulation (EU) No 2015/2447 concerning procedures and declaration formats. Pending the publication of the relevant EU acts, the ADM hereby highlights the following areas for action: additions to TARIC for the H7 and H1 declaration formats; adjustment of the guarantee for operators holding a deferred payment authorisation (DPO); applications for DPO authorisation for operators who do not currently hold such authorisation; methods for accounting for specific customs duties.   The ADM has also pointed out that the new duty constitutes a customs duty (tax type A00) and is therefore subject to VAT.       Changes to declarations With regard to procedural codes, the ADM has announced the removal of the ‘Additional Regime’ code C07, currently used to certify customs duty exemption for low-value consignments. Codes F48 (IOSS) and F49 (special procedure) will continue to be used, as appropriate, whilst the new code F53 will be introduced for transactions of this kind subject to standard VAT.   Product Identifiers Finally, the ADM notes that new requirements relating to product identifiers will be phased in, becoming mandatory from 1 November 2026, with the aim of strengthening risk analysis and controls on goods traded via e-commerce.     Edited by: VAT & Customs Team

In recent years, sustainability has moved from a voluntary commitment to a core element of corporate governance, particularly in the fashion industry. As global supply chains face increasing scrutiny, contractual sustainability clauses have emerged as key legal tools to ensure compliance with environmental standards and the protection of human rights. These provisions not only mitigate legal and reputational risks but also promote more responsible and ethical production models. Sustainability clauses are typically included in commercial agreements—especially supplier contracts—and impose obligations relating to environmental protection, labour conditions, and ethical practices. Suppliers are often required to comply with internationally recognised standards, including fair wages, safe working conditions, and prohibitions on child and forced labour, in line with frameworks such as ILO standards, the UN Global Compact, the OECD Guidelines, and the UN Guiding Principles on Business and Human Rights. Their relevance is particularly evident in the fashion sector, where production is frequently outsourced to jurisdictions with varying regulatory standards. In this context, contractual clauses allow companies to extend their sustainability commitments throughout the supply chain, transforming ethical expectations into legally enforceable obligations. A central function of these clauses is the protection of human rights. By embedding human rights standards into contracts, companies can hold suppliers accountable for violations. Typical provisions include audit rights, reporting obligations, and termination clauses in cases of non-compliance. For example, suppliers may be required to submit periodic reports, allow third-party inspections, and implement corrective action plans where breaches are identified. In more serious cases, contracts may provide for termination where violations—such as child labour—are not remedied within a specified timeframe. As a result, contracts increasingly operate as practical due diligence tools, enabling companies to identify, prevent, and address risks across their supply chains. Due Diligence vs. Audit From a legal standpoint, due diligence represents a more advanced and comprehensive approach than traditional audits. While audits function as ex post verification tools—assessing compliance at a specific point in time—due diligence entails ongoing, preventive obligations. Modern ESG and human rights frameworks require companies to continuously identify, assess, and mitigate risks across their value chains. This includes integrating risk mapping into corporate governance, adopting preventive policies, and ensuring effective remediation mechanisms. This shift has significant implications for directors’ liability. Failure to implement adequate due diligence processes may expose directors to claims for breach of their duties of care and proper management, particularly where foreseeable risks materialise into legal, financial, or reputational harm. Impact and Challenges Beyond compliance, sustainability clauses contribute to broader industry transformation. They encourage the adoption of sustainable materials, reduction of emissions, and adherence to circular economy principles. At the same time, they strengthen internal governance by improving risk management, transparency, and board-level oversight of ESG issues. However, challenges remain. Enforcement can be difficult, particularly in jurisdictions with weak regulatory systems. Audits may be costly and not always effective, especially where suppliers lack transparency. Additionally, there is a risk of disproportionate burden on smaller suppliers, raising concerns about fairness and the need for more collaborative, capacity-building approaches. Looking Ahead Sustainability clauses are expected to play an increasingly central role, driven by emerging mandatory due diligence regulations. At the same time, technological solutions—such as blockchain and digital traceability tools—are enhancing supply chain transparency and improving monitoring and enforcement. Conclusion Sustainability clauses are no longer ancillary provisions but key instruments of corporate governance and risk management. They reflect a broader shift in which contracts serve not only to allocate risk but also to enforce environmental and human rights standards across global supply chains. Their effectiveness, however, depends on their integration into robust governance systems and continuous due diligence processes. When properly implemented, they represent a powerful mechanism to promote accountability, prevent harm, and support the transition towards a more sustainable and responsible fashion industry. Edited By: Francesca Cossu

I.       The concept of NBBABrand bidding is the practice whereby a company uses its own brand name as a keyword to appear amongst the sponsored results on search engines. It is a specific application of the broader mechanism of keyword advertising, which allows companies to purchase, via an auction system, keywords on Google Ads and similar platforms so that their advert appears when a user types in that term.In order to protect the brand and the associated investments, the supplier may be led to impose a ban on its distributors using its brand as a keyword. In other cases, two competitors may agree that neither of them will use the other’s brand as a keyword.Such types of agreements, whether they occur in the context of a vertical distribution relationship or within a horizontal competitive relationship, are known as non-brand bidding agreements (‘NBBA’).In practice, NBBA’s fall into two main categories, depending on the scope of the restriction: the narrow NBBA, which prohibits the use of the brand name as a single keyword, whilst permitting its use within search phrases consisting of multiple words (so-called ‘long-tail keywords’); and the wide NBBA, which extends the prohibition to any combination of words that includes the brand name.II.     NBBA in vertical relationshipsThe wide NBBA: hardcore and object-based restrictionsAs regards case law, the European authorities have essentially dealt with wide NBBA clauses entered into in the context of distribution relationships, in respect of which they have adopted a restrictive approach.The key precedent on this point is the decision of the Bundeskartellamt of 26 August 2015 in the Asics case, which classified the ban on brand bidding imposed by Asics on German retailers as a hardcore restriction under the then-applicable Regulation (EU) No 330/2010 and an infringement by object under Article 101(1) TFEU, thereby ruling out that the clause could be justified on the grounds of the alleged need to protect the trade mark since, as these were authorised retailers, there was no risk of confusion as to the origin of the products or of damage to the brand’s reputation.Along the same lines, the European Commission, in the Guess case (17 December 2018, AT.40428), classified a similar prohibition as a hardcore restriction by object, considering it not to serve the purpose of brand protection but rather to maximise traffic to the supplier’s direct channel and to limit the supplier’s advertising costs, to the detriment of distributors.This approach was ultimately adopted in the European Commission’s Guidelines on Vertical Restraints (Communication 2022/C 248/01, the ‘Guidelines’), which list among the hardcore restrictions, within the meaning of Regulation (EU) No 2022/720 (‘VBER’), ‘the obligation [imposed by the supplier on the dealer] not to use the supplier’s trade mark for listings on search engines’ (paragraph 206).The narrow NBBA: a more permissive approachThe classification of the narrow NBBA within the context of distribution relationships is less straightforward. Nevertheless, there are some indications suggesting that it should not automatically be equated with the wide NBBA.In particular, the 2020 ‘Commission Staff Working Document on Evaluation’ (SWD/2020/0172 final), which paved the way for the adoption of the VBER, highlights how certain parties had urged the European Commission to clarify whether or not it was lawful to prevent retailers from using the supplier’s brand name as a single keyword for search engine indexing purposes, whilst permitting the purchase of combinations of multiple words that included the trade mark. The European Commission’s silence on this point may be interpreted as an indication that the narrow NBBA is not automatically classified as a hardcore restriction, given that such a classification would likely have been codified in the Guidelines.Furthermore, Article 4(e)(ii) of the VBER – which lists among the hardcore restrictions clauses aimed at preventing the use of an entire online advertising channel – is more clearly suited to a wide NBBA rather than a narrow NBBA, the latter of which nevertheless allows for the use of the trade mark as a keyword in combination with other terms, and thus does not outright preclude access to the online advertising channel.In its ‘Digital comparison tools market study’ of 26 September 2017, the UK Competition and Markets Authority also highlighted how narrow NBBA could be justified by the associated efficiency gains, unlike wide NBBA: “The free-riding efficiency could hold for narrow non-brand bidding but it is less credible for wide non-brand bidding […]” (paragraph 4.111).III.    NBBA in horizontal relationshipsThe issue takes on yet different characteristics in horizontal relationships, namely in the context of agreements whereby a competitor undertakes not to use another competitor’s brand as a keyword for the purposes of search engine indexing. On the one hand, the need to use another party’s trade mark as a keyword is certainly reduced in this context, given that the undertaking subject to the restriction does not even market the product bearing the trade mark in question, as is the case in a distribution relationship. On the other hand, arguments relating to the protection of the trade mark and associated investments appear to warrant greater consideration, given that the trade mark is used as a keyword not by a distributor who has previously purchased the product from the supplier owning the trade mark (who has therefore already realised a profit from the sale) but by a competitor.The recent judgement of 4 June 2026 handed down by the Patent and Market Court in Stockholm (Case PMÄ 8348-25) appears to point in this direction. In the present case, the Swedish court overturned the decision by which the national authority had initially classified the horizontal ‘no-brand bidding’ agreements between the healthcare platform Kry and three of its competitors (Doktor.se, Min Doktor and Doktor249) as restrictions by object. On this point, the Swedish court first observed that the concept of a restriction by object must be interpreted narrowly and is reserved for conduct which experience shows to be inherently harmful. The Patent and Market Court then assessed the effects of the NBBA agreements under consideration, highlighting that this restriction had a limited impact in terms of click-through rate (the percentage of clicks on a given link relative to the number of page views on which that link appears) and conversion rate (the percentage of people who carry out a specific action (such as purchasing a product or service) relative to the total number of visits to the page). On this basis, the Patent and Market Court therefore ruled out the possibility that the restriction could constitute an infringement by object.Similarly, in an obiter dictum contained in a decision of 25 November 2021, the Turkish Competition Authority, in the Modanisa/Sefamerve case, held that a reciprocal bidding ban agreed between two competitors could have qualified for an exemption if the scope of that ban had been limited solely to brands and had not, instead, extended to additional keywords.Looking across the Atlantic, the case concerning the NBBA agreements between the contact lens retailer 1-800 and its 14 competitors is also of interest. Under these agreements, 1-800 undertook not to submit bids for keywords corresponding to its competitors’ trade marks, and vice versa. Although initially regarded as a restriction in its own right, on appeal the US court – 1-800 Contacts, Inc. v. Fed. Trade Comm’n, 1 F.4th 102 (2d Cir. 2021) – held that such conduct should instead be analysed under the ‘rule of reason’, concluding that there was no infringement.IV.    SummaryThe picture that emerges can be summarised as follows:-           in vertical relationships, the wide NBBA remains firmly classified as a hardcore restriction by object. The narrow NBBA, by contrast, is eligible for a potential exemption under the VBER, provided that all the additional conditions for exemption set out in the legislation are met; or, at the very least, is not to be regarded as a violation by object, with the consequent need to carry out an in-depth effects-based assessment to determine its legitimacy;-           in horizontal relationships, there is scope to argue that the NBBA, in both its narrow and wide forms, should not be treated as a violation by object, and that, in this case too, the assessment of whether the conduct is lawful or not must be carried out on a case-by-case basis, through a specific examination of the effects.

Agent-based AI systems, capable of planning autonomously, using external tools and executing sequences of actions with minimal human intervention, raise two important legal questions. The first concerns their classification under Regulation (EU) 2024/1689 (‘AI Act’), whilst the second concerns the liability regime for damages arising therefrom. Both issues are addressed by the two recent draft legislative decrees implementing Law No. 132 of 23 September 2025, which were approved at a preliminary reading by the Council of Ministers on 10 June 2026. The classification of the agent as an AI system under the AI Act The AI Act does not define the agent and regulates only the ‘AI system’ referred to in Article 3(1). It is therefore important to consider whether the agent constitutes an autonomous and distinct AI system, and as such is subject to the obligations of the Regulation. The Commission’s Guidelines of 6 February 2025 provide guidance on the scope of this concept; whilst not binding – and subject to the binding interpretation of the Court of Justice – they break down the definition into seven constituent elements and require a non-mechanical assessment, conducted on a case-by-case basis, of the architecture and function of the individual system. In light of these criteria, the answer is often in the affirmative, since the agent generally presents itself as an automated system with variable autonomy, capable of adapting after deployment and of generating outputs that affect physical or virtual environments, to which are added planning, the invocation of tools via APIs, unsupervised execution and adaptation based on feedback. The recent delegated decrees implementing Law 132/2025 Of the two implementing decrees for Law 132/2025, only the preliminary approval and accompanying information are currently known; the text of the decrees is not yet available, as it may change following parliamentary opinions and the second reading in the Council of Ministers. The two draft decrees bring the legal framework into line with Regulation (EU) 2024/1689. The first defines the governance structure. AgID acts as the notifying authority and ACN as the market supervisory authority and single point of contact pursuant to Article 70, without prejudice to the sector-specific competences of the Bank of Italy, CONSOB and IVASS, and the Data Protection Authority’s competence regarding high-risk systems under Article 74. Penalties are in line with Article 99 of the Regulation, up to €35 million or 7 per cent of annual global turnover for prohibited practices, with mitigating factors for SMEs and start-ups. A regulatory sandbox is provided for under Articles 57 et seq. In the field of employment, employers are prohibited from making decisions based solely on automated processing in relation to recruitment, disciplinary measures and termination; human oversight is required, and any dismissal carried out in breach of this provision is deemed null and void. The second framework regulates the use of AI in policing and introduces provisions on civil and criminal liability. The civil liability regime In civil matters, measures are provided to shift the burden of proof in favour of the injured party. These include access to the system’s technical documentation, a relative presumption of causation linked to a breach of the obligations set out in the AI Act, the right of a natural person who is the injured party to bring proceedings before the court of their place of residence, and the right to bring a direct action against the insurer of the liable party. A comparison with the Proposal for a Directive on AI Liability, AILD COM(2022)496, is interesting. That proposal harmonised non-contractual civil liability based on fault, with disclosure of evidence (Article 3) and a presumption of causality subject to a breach of a duty of care (Article 4), and was listed for withdrawal in the 2025 Work Programme and formally withdrawn by the Commission via a notice published in the Official Journal of the European Union on 6 October 2025. The decree adopts its presumptive framework and disclosure mechanisms but diverges from it in three respects. It extends the framework to criminal liability and the liability of legal persons, which are outside the scope of the AILD. It anchors the presumption not to fault but to a breach of the compliance rules of the AI Act, in line with the objective logic of Directive (EU) 2024/2853 on product liability, to be transposed by 9 December 2026, to which it intended to link the framework. It adds non-harmonised domestic procedural remedies such as the right of the injured party (a natural person) to bring proceedings in their own jurisdiction and direct action against the insurer.     Edited by: Alessandro Manca and Edoardo Lombardo Siviero  

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.

On 1 June 2026, Legislative Decree No. 96 of 7 May 2026 was published in the Official Gazette No. 125 (General Series), concerning the “Implementation of Directive (EU) 2023/970 of the European Parliament and of the Council of 10 May 2023, aimed at strengthening the application of the principle of equal pay for men and women for the same work or for work of equal value through pay transparency and the related enforcement mechanisms’, which came into force on 7 June 2026. The decree, adopted in implementation of the 2022–2023 European Delegated Act (Law No. 15/2024), introduces into Italian law a comprehensive system of pay transparency obligations applicable to public and private employers, structured around four main pillars. 1. Pre-recruitment transparency (Article 5) Employers are required to state in job advertisements and recruitment notices the starting salary or the relevant salary band for the position offered. It is expressly prohibited to ask candidates for information on salaries received in previous or current employment relationships, either directly or through persons delegated to carry out the recruitment process. 2. Transparency regarding pay criteria (Articles 6–8) Employers must make the criteria used to determine pay and pay levels accessible to employees. For employers who apply a national collective labour agreement (CCNL) concluded by trade unions that are comparatively more representative, this obligation is deemed to have been fulfilled by reference to the contractual criteria. Employers with fewer than 50 employees are exempt from the obligation relating to progression criteria. Furthermore, every employee has the right to disclose their pay, and any contractual clauses restricting this right are prohibited. 3. Reporting on the gender pay gap (Article 9) The obligation to collect and report data on the pay gap applies to employers with at least 100 employees, with a phased transitional regime based on company size: employers with at least 250 employees: first collection by 7 June 2027, to be carried out annually; employers with 150–249 employees: first collection by 7 June 2027, to be carried out every three years; employers with 100–149 employees: first collection by 7 June 2031, to be carried out every three years. The data to be reported include the average and median gender pay gaps (overall and for variable pay components), the distribution of employees by pay quartile, and the pay gap by employee category. 4. Joint assessment of pay (Article 10) Where the data reveal a difference in the average pay level between female and male workers of 5 per cent or more in any category, not justified by objective criteria, and the employer has not rectified this difference within six months of the report, it is mandatory to initiate a joint assessment with workers’ representatives, analysing the causes, defining corrective measures and submitting the results to the Labour Inspectorate. Penalties and legal protection (Articles 12–13) Violations are penalised in accordance with the Equal Opportunities Code (Legislative Decree No. 198/2006), with the possibility of withdrawal of public benefits and exclusion from public procurement contracts, as well as protection against retaliation. Legal proceedings may also be brought by trade unions and associations whose statutory aims include the promotion of gender equality. Operational guidance for businesses The decree requires a review of recruitment processes, an update to information on pay criteria and the implementation of systems to analyse the pay gap, all in compliance with data protection legislation (Article 11). Companies with more than 150 employees have until 7 June 2027 to carry out their first data collection; however, it is advisable to begin mapping employee categories and reviewing their pay classification systems immediately.   Edited by the Labour and Risk, Compliance & Sustainability Teams  

The tightening of European sanctions regimes and the increasing use of restrictive measures within the European Union’s foreign policy are leading to a gradual rise in the risk of sanctions associated with international trade operations.In such a complex geopolitical landscape, the term ‘trade compliance’ has become increasingly familiar to economic operators active in foreign markets, with the aim of ensuring that products and commercial transactions comply with the obligations imposed by applicable legislation.Trade Compliance encompasses various regulatory areas, including export controls, embargo regimes and international sanctions, environmental and sustainability regulations, as well as measures relating to human rights and supply chains. These areas are complemented by other relevant aspects, including tax and customs matters.It is against this backdrop that Legislative Decree 211/2025 comes into play, strengthening the framework of penalties applicable to breaches of the European Union’s restrictive measures and contributing to an increase in the risk profiles associated with international trade operations.1.      New offences and the expansion of risk profiles for businessesLegislative Decree 211/2025 introduces new criminal offences relating to breaches of European Union restrictive measures, including:the breach or circumvention of restrictive measures;breach of the reporting obligations laid down by the restrictive measures;failure to comply with the conditions set out in authorisations issued by the authorities.The Decree has also included these offences in the list of ‘predicate offences’ under Legislative Decree 231/2001, adding the new category of offences referred to in Article 25-octies.2 (‘Offences relating to the violation of European Union restrictive measures’), thereby extending the scope of liability for companies, with significant financial and disqualification sanctions.In particular, in the context of import/export activities, companies may be exposed not only to direct breaches of export bans, but also to risks associated with dealings with counterparties subject to restrictive measures or with the use of intermediaries or structures designed to conceal the identity of the final recipient of the goods.2.      Operational implications: strengthening trade compliance controlsIn light of developments in the regulatory framework, companies are required to strengthen their trade compliance controls by adopting a structured, risk-based approach to the management of international transactions. With a view to strengthening these controls, r Internal Compliance Programmes (ICP) play a significant role, including in support of AEO customs compliance programmes, where these exist. This requires, in particular:the identification and assessment of risks associated with international operations, taking into account the products, markets and counterparties involved;·       the establishment of appropriate organisational and procedural controls consistent with the identified risks;the monitoring of operations and the counterparties involved, including through screening protocols and due diligence procedures on customers, suppliers and business partners;the continuous updating of control systems in line with changes to the regulatory framework and possible circumvention schemes.The European Commission’s guidelines and international best practices highlight the need for operators to adopt a continuous approach to assessing the risks of circumvention and to implement tailored, integrated and constantly updated trade compliance programmes.3.      Concluding remarksThese regulatory changes form part of a context of significant strengthening of the European Union’s sanctions regimes.In this context, trade compliance plays a central role in managing the risks associated with international trade operations.Companies are therefore called upon to strengthen their control systems and to adopt safeguards consistent with the new risk profiles and the evolution of international sanction regimes.

The Court of Cassation (judgment no. 15023 of 4 June 2025) recently ruled on the abuse of economic dependence in a franchising agreement. This is one of the first rulings by the Supreme Court on this issue, confirming a prevailing trend in case law on the matter. The relevant legal reference is Article 9 of Law 192/1998 on subcontracting, which is also applied by analogy to franchising, which provides: 1. It is prohibited for one or more undertakings to abuse the state of economic dependence of a client or supplier. Such dependence exists when an undertaking causes an excessive imbalance of rights and obligations in commercial relations. Assessment includes evaluating the abused party's ability to find satisfactory market alternatives. Abuse may also consist of refusing to sell or purchase, imposing unjustifiably onerous or discriminatory contractual conditions, or arbitrarily terminating existing commercial relationships. Any agreement that results in the abuse of economic dependence is null and void. The facts underlying the judgment in question stemmed from a franchise agreement relating to the opening and management of a coffee shop, which provided that the franchisee could withdraw from the agreement to avoid automatic renewal only if two conditions were met (purchase of a minimum quantity of coffee and termination of the lease of the commercial property where the business was carried out). The Court of Treviso, in its ruling no. 711/2021, had declared the aforementioned clause null and void, considering that the restrictions imposed on the franchisee to prevent automatic renewal constituted an abuse of its economic dependence on the franchisor and led to an unjustified imbalance between the parties. The Court of Appeal of Venice, in its ruling no. 1730/2021, upheld the first instance decision, with similar reasoning, considering that the elements of 'economic dependence' existed in the case in question (albeit generically and by analogy). The Court's ruling overturned the decision of the Venice Court of Appeal, considering that the latter had not actually verified the existence of the first condition, namely 'economic dependence'. The reasoning is interesting, revealing the liberal inspiration of the judge. In fact, the Court, referring to its own precedent (Cass. 1184/2020), reiterates the strict criteria for the application of Article 9 of Law 192/1998 on the abuse of economic dependence. Since this regulation affects contractual autonomy and goes beyond the principle of entrepreneurial self-responsibility, also taking into account the constitutional principle of freedom of economic initiative, the judge must assess all the factual and legal elements with particular rigour, without substituting his own assessment for that of the parties. In order to establish abuse, two distinct conditions must be met. Firstly, the existence of economic dependence does not coincide with a simple contractual imbalance, which is considered normal, but requires an 'excessive' imbalance in rights and obligations and the effective lack of economic alternatives on the market for the weaker party. Secondly, there must be arbitrary conduct contrary to good faith on the part of the dominant undertaking, i.e. vexatious behaviour aimed at obtaining advantages in addition to those deriving from the legitimate exercise of negotiating autonomy. Not every situation of dependence is prohibited, but only those that are abusively exploited. The burden of proof of the existence of a situation of dependence lies with the party invoking it. In the specific case, the Court criticises the appeal judgment for not having adequately verified the existence of economic dependence at the time of the conclusion of the contract and, indeed, for having reversed the reasoning, in that the lack of real economic alternatives on the market for the franchisee was considered a consequence of the alleged abuse, rather than a prerequisite for economic dependence. The Court of Appeal had, in fact, limited itself to referring to the assessments of the court of first instance, inferring dependence solely from the text of the contract. The Supreme Court therefore quashed the decision and referred it back to the Court of Appeal so that the new judge could ascertain whether, at the time of signing, the contractor was really without economic alternatives and forced to accept excessively unbalanced clauses. In fact, the ruling of the Court of Cassation is in line with the prevailing opinion among local courts, according to which the franchisee, at the time of signing, is not normally without economic alternatives and retains the freedom to accept or reject contractual conditions, even if they are unbalanced, which may be considered inherent in the type of activity to be undertaken, with the consequent exclusion of economic dependence in the absence of the strict conditions required by law. Edited by: Marco Durante