SUSTAINABILITY OBLIGATIONS ON HOLD: “STOP THE CLOCK” DIRECTIVE (2025/794/EU) PUBLISHED

On 16 April 2025, Directive (EU) 2025/794 was published in the Official Journal of the European Union. The text represents the first revision procedure introduced under the Omnibus I Package.

The directive, which will enter into force the day after its publication in the Official Journal, had been adopted without amendments on 14 April by both the European Parliament (under the urgent procedure) and the Council of the EU—reflecting a shared political will to provide greater legal certainty for businesses regarding sustainability reporting and due diligence obligations.

Commonly referred to as the “Stop the Clock” Directive, the measure postpones the deadlines for transposing and applying certain obligations set out under two key pieces of EU legislation:

Directive (EU) 2022/2464 (Corporate Sustainability Reporting Directive – CSRD); and Directive (EU) 2024/1760 (Corporate Sustainability Due Diligence Directive – CSDDD),

which together form the legislative framework addressing sustainability, non-financial reporting obligations, and the duty of due diligence for companies operating within the EU.

Specifically, the Parliament and Council endorsed the Commission’s proposal to defer the following:

two years, the application of CSRD reporting requirements for large companies which have not yet begun reporting, and for listed SMEs.

As a result, large companies with more than 250 employees will now be required to report for the first time on their environmental and social measures in 2028 (instead of 2026), referring to the previous financial year. Listed small and medium-sized enterprises will be required to report a year later.

one year, the transposition deadline and the first phase of CSDDD application for large companies.

EU Member States will now have until 26 July 2027 to transpose the directive into national law. The one-year deferral will also apply to: EU-based companies with over 5,000 employees and a net worldwide turnover exceeding €1.5 billion, and to non-EU companies with turnover generated within the EU above the same threshold, which will now be required to comply with the rules from 2028, instead of 2027. The same timeline applies to EU companies with more than 3,000 employees and a net turnover above €900 million, and non-EU companies exceeding that threshold in turnover generated within the EU.

The directive also specifies that Member States are required to comply with its provisions by 31 December 2025, and to promptly inform the European Commission thereof.

It is worth noting that only the deadlines have been changed while the substance of the CSRD and CSDDD remains unchanged.

Background

In October 2024, the European Council called on all institutions to advance work in response to the challenges identified in the reports by Enrico Letta ("Much more than a market") and Mario Draghi ("The future of European competitiveness"). In the Budapest Declaration of 8 November 2024, it was specifically requested to launch a simplification revolution in order to ensure a clear, simple and smart regulatory framework for businesses and to drastically reduce administrative, regulatory and reporting burdens, particularly for SMEs.

On 26 February 2025, following the call from EU leaders, the Commission presented two packages: Omnibus I and Omnibus II, aimed at simplifying existing legislation in the areas of sustainability and investment, respectively.

The Commission proposed these omnibus packages to ease sustainability-related rules and promote the competitiveness of European businesses. The goal is to create a more favourable environment for investment, growth and the creation of quality jobs, without compromising the objectives of the Green Deal.

Specifically, the aim is to reduce administrative burdens by 25% (and by 35% for SMEs), by reviewing rules considered excessive, overlapping or disproportionate. The proposed changes concern key directives such as the CSRD, the CSDDD, the CBAM, and the InvestEU regulation. All of this is in line with the recommendations of the aforementioned reports and the European Competitiveness Compass.

Useful links for further information

Council of the EU press release on 14/04/2025: link European Parliament press release on 03/04/2025: link Q&As on the Omnibus I and II Simplification Packages: link

Against Squatting in Barcelona

The Provincial Court of Barcelona has changed its stance regarding squatting and now considers that "cutting off or refusing to pay utilities for squatters who forcefully occupy properties will not constitute a crime of coercion". The courts have also clarified that it must be "verified that the conditions that originally justified the measure stillapply," referring to Real Decreto-ley 11/2020 and Real Decreto-ley 1/2025, which extend the extraordinary suspension of evictions for 'vulnerable' individuals.

However, this change is limited to specific circumstances. First, these measures only apply in cases where the squatter has taken possession by force—they do not apply to tenants who fail to pay rent (which would still constitute coercion). Second, it must be proven that the squatters are not in a vulnerable situation or that their actions amount to'true abuse.' Finally, this ruling only applies in Barcelona and Girona, as the rest of Spain has not yet adopted this legal shift.

The courts are debating the interpretation of the law and the reality faced by citizens. While it is true that some cases of squatting stem from necessity, it is equally true that legitimate property owners often feel abandoned. This is why the decision has been made to protect owners from those who exploit legal loopholes (fraus legis) to takeadvantage of laws originally designed to protect genuinely vulnerable individuals. This could mark the beginning of the end for the government's anti-eviction policies. Time will tell whether this approach spreads to other Spanish courts.

US TAX FORMS: WHICH ONES DOES YOUR COMPANY NEED TO SUBMIT?

Understanding and complying with tax obligations in the United States is fundamental to any company’s success and legal compliance. Below, we detail the main tax forms your company may need to submit, including descriptions, who must file and important dates.

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CHECK IF YOUR COMPANY IS OBLIGED TO PRESENT THE ANNUAL REPORT

Property taxes in the US are one of the main sources of revenue for local governments in the United States, and are essential for funding public services such as education, infrastructure, security and health. In 2022, these taxes represented approximately 27.4% of total state and local tax collections, surpassing other sources of tax revenue.

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NR-01: MENTAL HEALTH IN COMPANIES AND THE DEADLINE FOR COMPLIANCE

The recent update of Regulatory Standard No. 01 (NR-01), through MTE Ordinance No. 1,419 of August 28, 2024, brought important changes that directly impact companies in terms of Occupational Risk Management (ORM). One of the main changes is the obligation to include the management of psychosocial risks in the workplace, in the preparation and implementation of the Risk Management Program (PGR).

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BRAZIL GROWS FOR THE 4TH CONSECUTIVE YEAR; GROWTH IN 2024 EXCEEDS FORECAST, HIGHLIGHTS PLANNING

Brazil's Gross Domestic Product (GDP) grew 0.2% in the fourth quarter of this year compared to the third and 3.4% in all of 2024 compared to 2023, the Brazilian Institute of Geography and Statistics (IBGE) reported this Friday (7/3). The Ministry of Planning and Budget assesses that the result was positive, “the fourth year of consecutive growth after the peak of the effects of the Covid-19 pandemic on the Brazilian economy and above market expectations at the beginning of 2024”, according to a note published by the Executive Secretariat.

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BRAZIL CLOSES DEAL WITH VIETNAM AND OPENS MARKET FOR BEEF

President Luiz Inácio Lula da Silva announced the opening of the Vietnamese market for Brazilian beef. The agreement was signed during a state visit to Hanoi and is part of the 2025-2030 Action Plan of the Brazil-Vietnam Strategic Partnership, and is considered an important step forward to boost exports and attract investment to the agro-industrial sector.

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BRAZIL WILL HAVE TWO MORE AIRLINES OPERATING IN 2025

Brazil will have two new airlines in operation this year: Avion Express and Total Linhas Aéreas. Both have obtained the Air Operator Certificate (COA) from the National Civil Aviation Agency (ANAC). The information was published by the IG portal.

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STRIKE RAISES R$77 MILLION AND ARRIVES IN BRAZIL; SUSTINERI PISCIS RAISES R$9.39 MILLION: THE HIGHLIGHTS OF THE WEEK IN THE ECOSYSTEM

This week, we talked about the arrival in Brazil of Strike , a Uruguayan startup founded by "good hacker" Santiago Rosenblatt, which raised R$77 million in a Series A round and will use part of the capital to start operations here.

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BRAZIL STANDS OUT IN THE GROWING GOVTECH MARKET

In terms of technological advances applied to the public sector, Brazil stands out as a protagonist in the GovTech ecosystem . Just like a gear that adjusts and evolves in response to the need for movement, the Brazilian market for technological solutions for governments has demonstrated accelerated and consistent growth, driven by a combination of internal and external factors.

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La Commissione Europea ha adottato un nuovo pacchetto di misure di semplificazione (c.d. “Omnibus I e II”) volto a rafforzare la competitività UE e liberare capacità di investimento aggiuntiva, riducendo gli oneri amministrativi di almeno il 25% e quelli per le PMI di almeno il 35%.

Si tratta di una semplificazione di vasta portata nei settori dell’informativa sulla finanza sostenibile, del dovere di diligenza ai fini della sostenibilità, della tassonomia dell’UE, del meccanismo di adeguamento del carbonio alle frontiere, dei programmi di investimento europei.

Più precisamente esso si articola in:

Una proposta di Direttiva che modifica la CSRD (Corporate Sustainability Reporting Directive) e la CSDDD (Corporate Sustainability Due Diligence Directive); Una proposta (c.d. “Stop the clock”) che posticipa l’applicazione di tutti gli obblighi di rendicontazione previsti dalla CSRD per le imprese tenute a riportare nel 2026 e 2027 (le cosiddette imprese della seconda e terza wave), e che rinvia di un anno – al 2028 – sia il termine di recepimento sia la prima fase di applicazione della CSDDD; Una bozza di atto delegato che modifica gli atti delegati sulla Tassonomia relativi alle informazioni da divulgare e ai criteri climatici e ambientali, attualmente sottoposta a consultazione pubblica; Una proposta di Regolamento che modifica il Regolamento sul Meccanismo di Adeguamento del Carbonio alle Frontiere (C-BAM); Una proposta di Regolamento che modifica il Regolamento InvestEU.

Modifiche agli obblighi di informativa della CSRD e della Tassonomia dell’UE

Concentrare gli obblighi di informativa sulle imprese di più grandi dimensioni e garantire che tali obblighi non si ripercuotano sulle imprese più piccole della catena del valore; Posticipare di due anni (fino al 2028) gli obblighi di informativa per le imprese tenute a comunicare le informazioni a partire dal 2026 o dal 2027 (c.d. seconda e terza wave); Ridurre l’onere degli obblighi di informativa relativa alla Tassonomia dell’UE e limitarlo alle imprese di maggiori dimensioni; Introdurre una soglia di rilevanza finanziaria per la comunicazione in materia di Tassonomia e ridurre di circa il 70% i modelli da utilizzare; Semplificare i criteri del DNSH più complessi per la prevenzione e la riduzione dell’inquinamento in relazione all’uso e alla presenza di sostanze chimiche; Adeguare l’indicatore Green Asset Ratio (GAR): le banche potranno escludere dal denominatore del GAR le esposizioni relative a imprese che non rientrano nell’ambito di applicazione futuro della CSRD.

Semplificazione degli obblighi di dovuta diligenza della CSDDD

Concentrare gli obblighi di dovuta diligenza sui partner commerciali diretti (sono dunque esclusi quelli indiretti); Portare da 1 a 5 anni la frequenza delle valutazioni periodiche e del monitoraggio dei partner commerciali; Limitare la quantità di informazioni che possono essere richieste alle PMI da parte delle grandi imprese nell’ambito della mappatura della catene di valore; Rinvio di un anno (26 luglio 2028) per le imprese obbligate ad adottare gli obblighi di dovuta diligenza entro il 2027, ossia le imprese con oltre 5.000 dipendenti e fatturato netto a livello mondiale superiore a 1.500.000.000 EUR nell’ultimo esercizio precedente al 26 luglio 2027; Anticipare di un anno l’adozione delle linee guida (luglio 2026); Modificare le condizioni di responsabilità civile dell’UE.

Semplificazione del meccanismo CBAM

Al fine di esentare i piccoli importatori dagli obblighi CBAM (per lo più PMI e persone fisiche), viene fissata una nuova soglia annua cumulativa CBAM pari a 50 tonnellate per importatore; Generale semplificazione delle norme, comprese quelle relative al calcolo delle emissioni incorporate e gli obblighi di rendicontazione e rafforzamento delle norme contro le elusioni e gli abusi; Estensione dell’ambito di applicazione del CBAM, in particolare alle merci a valle, attraverso una nuova proposta legislativa all’inizio del 2026.

Regulatory landscape and legal basis

On April 2, 2025, the Presidential Executive Order “Regulating Imports with a Reciprocal Tariff to Rectify Trade Practices that Contribute to Large and Persistent Annual United States Goods Trade Deficits” (“EO”) introduced a new 10% ad valorem tariff across the board (applicable to all goods with a few exceptions) originating from almost all countries of the world and effective April 5, 2025. The same EO added a reciprocal tariff of an additional 10% ad valorem tariff for goods imported in the US and originating from the European Union, effective April 9, 2025. The EO grounded such new tariffs on the International Emergency Economic Powers Act (50 U.S.C. 1701 et seq.) (IEEPA), the National Emergencies Act (50 U.S.C. 1601 et seq.) (NEA), Section 604 of the Trade Act of 1974 (19 U.S.C. 2483), and Section 301 of Title 3 of the U.S.C. From a legal perspective, an EO is not a federal statute but a directive (pursuant to Article II of the U.S. Constitution) that manages operations of the federal government and directs the Office of the U.S. Trade Representative and the U.S. Department of Commerce. Even if the EO has the force of law similar to regulations issued by federal agencies, it cannot contradict existing federal statutes, it is subject to judicial review if unconstitutional (e.g., overturned by the U.S. Court of International Trade and/or by any U.S. Court of Appeals for the Federal Circuit), and it cannot provide federal funding. An EO can be revoked at any moment by another EO and overturned by Congress.

Which branch of the U.S. Government can regulate tariffs? 

Article I, Section 8 of the U.S. Constitution explicitly grants Congress the power “to lay and collect taxes, duties, imposts and excises” and “to regulate commerce with foreign nations.” Only Congress has the constitutional authority to regulate tariffs, unless delegated to the Executive. In the last 50 years or so, Congress has delegated some of this constitutional authority to the U.S. President in case of emergencies. It did so with: (a) The Trade Expansion Act of 1962 (Section 232) to adjust imports if they threaten national security; (b) The Trade Act of 1974 (Section 301) to take action against unfair trade practices; and (c) The International Emergency Economic Powers Act (IEEPA), to regulate commerce during national emergencies.

Procedure to declare a U.S. national emergency

Each of the federal statutes mentioned above has a procedure that can result in a declaration of national emergency. The Trade Expansion Act of 1962 (Section 232) established an emergency procedure initiated by the Secretary of Commerce, by another agency, by industry stakeholders, or by Congress. Such investigations to determine if imports threaten national security can last up to 270 days. If there is a threat, a report is sent to the President with recommendations, and the President has 90 days to decide whether to adjust imports through tariffs or quotas; negotiate agreements with other countries; take other actions deemed necessary; or take no action. Pursuant to the Trade Act of 1974 (Section 301), the U.S. Trade Representative (USTR) can initiate an investigation sua sponte or based on a petition from an industry or from the President. The USTR has 12/18 months to determine if a foreign country's practices are violating trade agreements or if they are unjustifiable, unreasonable, or discriminatory. If a practice is found unfair, the USTR must determine appropriate action within 30 days, including suspending trade concessions, imposing tariffs or other import restrictions, or entering into binding agreements to eliminate the unfair practice. The IEEPA gives the U.S. President the power to declare a national emergency under the National Emergencies Act but must specify the unusual and extraordinary threat. It must declare that the threat originates wholly or substantially outside the U.S. In that case, the President must immediately transmit the declaration to Congress and publish it in the Federal Register. The President can then investigate, regulate, or prohibit foreign exchange transactions; block transfers or transactions involving property of foreign countries/nationals; freeze assets; and/or prohibit imports or exports. The President must consult with Congress “in every possible instance” before exercising such powers. As of today, we have little to no evidence that the U.S. Presidency set in motion the statutory procedures to declare a national economic emergency.

Was the U.S. economy economically and unusually threatened? 

Examples of unusual and extraordinary threats that originate wholly or substantially outside the U.S. (under the IEEPA) are (a) foreign terrorism activities; (b) state-sponsored threats; (c) transnational criminal organizations; (d) cyber threats; (e) weapons proliferation; (f) regional destabilization; (g) global health emergencies; and (h) economic threats (e.g., manipulation of critical resources by foreign governments or foreign government policies that undermine international financial stability). As of today, experts agree that current international economic challenges do not appear to be “unusually and exceptionally” threatening the U.S. economy especially if compared by historical standards (e.g., with reference to the 1973 OPEC oil embargo; the 1997-1998 Asian financial crisis; and the 2008 global financial crisis).

Political landscape: What are the goals behind the April 2, 205 EO? 

The EO grounded the new tariffs on the intent to strengthen U.S. national sovereignty because allegedly the U.S. trade deficit is a threat to U.S. sovereignty, justifying the declaration of a “national emergency” under the International Emergency Economic Powers Act (IEEPA). The new tariffs reflect an intent to redefine global trade rules in favor of U.S. interests, challenging the free trade agreements and alliances, and suspending contributions to international organizations like the World Trade Organization (WTO). Practically, the EO is a symbolic assertion of strength against foreign nations and a negotiation tool to force foreign nations to accept harsher conditions.

Is the U.S. trade deficit an economic issue for the U.S. economy? 

Before 2025, the U.S. showed clear signs of strength with steady GDP growth and moderate unemployment. The U.S. economy grew by 2.8% in 2024, a slight decrease from the 2.9% growth in 2023. The majority of economists agree that a trade deficit can coexist with a strong economy. The U.S. has maintained trade deficits for decades while experiencing significant economic growth, low unemployment, and technological leadership. The U.S. economy is consumption-driven (roughly 70% of GDP), with Americans having strong purchasing power for global goods.

How to reduce the U.S. trade deficit? 

The majority of the economists agree that to reduce a trade deficit, a multi-pronged and long-term approach is needed, among which are increasing export competitiveness (to improve productivity while providing export assistance and supporting research and development and devaluing currency), improving trade policy, developing import substitutes, and adjusting macroeconomic policies (reducing borrowing from overseas). Policies that could trigger retaliatory measures or disrupt global supply chains should be avoided.

Are new tariffs alone a tool to reduce the U.S. trade deficit? 

Economists agree that a hike in tariffs alone is generally not considered the most effective or appropriate tool for reducing the U.S. trade deficit. While reducing specific imports in the short term, tariffs cause retaliatory measures from trading partners (potentially reducing U.S. exports and nullifying deficit reduction). Tariffs act as a tax on U.S. consumers and businesses (slowing economic growth) and don't address the fundamental macroeconomic factors driving the trade deficit.

What is the next move for the EU? 

While the U.S. economy felt the impact caused by the new EO internally, showing signs of deceleration and inflation (Wall Street lost $6.5 trillion between April 5 and 6, 2025), such an initiative triggered a risk of a global trade war. The EU is planning to reinstate the Suspended Duties policy (effective April 1, 2025) on U.S. goods and plans new tariffs on additional U.S. goods, among which are agricultural (meat, grains), consumer items (dental floss, toilet paper), and luxury products (diamonds).

What is the outcome of a trade war in a 6-month period? 

Based on the current data, in the short term the EU may suffer the impact of such a trade war. However, according to the experts, in the long run, the U.S. may suffer the most from isolation, disruption of the global supply chain, and inflation.

6-month projections losses

Economy: GDP Impact EU: -0.8% U.S.: -0.5% Inflation Spike EU: +1.5% U.S.: +2.0% Job Losses EU: 500K U.S.: 300K

What is the next move for U.S. and EU businesses? In order to weather this new uncertain economic time and risk of a trade war, U.S. and EU companies may adopt a number of measures, among which

(a) restructuring the supply chain, e.g., nearshoring/reshoring to tariff-exempt countries;

(b) not relying on China;

(c) introducing customs tactics (e.g., first-sale; HTS reclassification);

(d) anti-coercion measures;

(e) cost-sharing;

(f) commencing litigation before a federal court; and

(g) commencing a serious business plan and implementing a serious acquisition strategy in the U.S.

This newsletter provides a selection of regulatory news and comments from our SPANISH legal experts on interesting policy developments, recent case law, and new regulatory directions of major industry practices. The aim is to provide an up-to-date tool for quick and easy consultation on the most current and important topics at a SPANISH level.

Tariffs on European wine imports in the U.S. market were set to rise by up to 200%, according to announcements from the White House. Some local farmers welcomed the news, believing it would boost demand for American products, while others opposed possible policies due to poor harvests caused by wildfires, droughts, and other crop damage.[1]

To put things in perspective, the 2025 OIVE Economic Report shows that the U.S. increased its wine imports to 1.226 billion liters, valued at $6.789 billion. Nearly 5.5% of U.S. imports (67.3 million liters) come from Spain. Notably, December 2024 saw the sharpest surge in imports due to uncertainty over potential tariffs.[2]

Major wine exporters like Spain, France, and Italy have pressured Brussels to prevent the U.S. from imposing these tariffs at all costs. Ultimately, the European Commission excluded bourbon from its list of products facing a 25% tariff, averting the 200% increase on the other side of the Atlantic.[3] The historic alliance is now forced to negotiate and ease tensions fueled by threats from one side and retaliatory measures from the other. However, on the global stage, the EU –and Spain in particular– has begun moving closer to the U.S.’s current rival, China, to diversify export partnerships and bypass U.S. tariffs.[4] As the European Commission's vicepresident Kaja Kallas warned: "Only China will benefit from a transatlantic trade war".

[1]      CNN Business, article by Samantha Delouya https://edition.cnn.com/2025/03/22/economy/tariff-eu-trade-war-california-wine/index.html

[2]      Interprofesional del Vino https://interprofesionaldelvino.es/informe-de-importaciones-de-vino-en-eeuu/

[3]      El Economista, article by Lidia Montes https://www.eleconomista.es/economia/noticias/13308014/04/25/bruselas-apunta-al-maiz-el-calzado-y-los-muebles-en-su-respuesta-arancelaria-a-trump.html

[4]      El Economista https://www.eleconomista.es/economia/noticias/13307985/04/25/se-afianza-la-relacion-entre-xi-jinping-y-sanchez-en-plena-guerra-arancelaria-china-pone-a-espana-a-la-vanguardia-de-sus-vinculos-europeos.html

A multilevel action in support of exporting companies General Introduction

The tariff measures enacted by the United States have had a direct impact on a number of strategic European sectors. In particular, the following industries have been subjected to duties:

automobiles and auto parts, facing tariffs up to 25 percent under Section 232; steel and aluminum products, with duties of 25 percent and 10 percent respectively; agri-food products (wines, cheeses, olive oil), subject to additional duties; manufactured goods, mechanical and electronic equipment.

The full list is available through  the Office of the U.S. Trade Representative (USTR) and is categorized by the customs classification (HS Code) and preferential origin of the product.

With the announcement by the U.S. administration  of new across-the-board tariffs on imports - including a 10 percent tariff on all imported goods and an additional 20 percent tariff on goods originating from the European Union - a new phase of systemic tension in international trade has begun. These measures, introduced under Section 301 of the Trade Act of 1974 and Section 232 of the Trade Expansion Act of 1962, reflect an increasingly  unilateral direction in U.S. trade policy.

This situation has been further exacerbated by the recent U.S. decision to notify its withdrawal from the World Trade Organization (WTO) under Article XVI:5 of the Marrakesh Agreement. This decision entails the end of U.S. adherence to multilateral trade obligations, renders the Dispute Settlement Mechanism (DSM) inapplicable to the United States and undermines  the multilateral framework for legal protection in trade.

Audit and preventive risk management

In response, European companies must promptly initiate an internal audit to assess tariff exposure and verify the legal robustness of their international trade agreements. The audit should include:

analyzing the economic impact of duties on individual customs items; assessing the possibility of transferring the tariff burden; reviewing existing contractual clauses (hardship clauses, change in law, price revision); reclassifying customs origins and evaluating potential supply chain restructuring. I. Public Enforcement – Institutional Action

1. At the level of the European Union:

The European Union has several regulatory tools at its disposal to respond to discriminatory or coercive measures by third countries:

Regulation (EU) 2021/167 empowers the EU to adopt autonomous countermeasures in cases of violations of international obligations; Regulation (EU) 2023/2675 (anti-coercion instrument) enables the EU to address coercive practices through actions such as duties, exclusion from public procurement and other measures; Regulation (EU) 2022/2560 (FSR - Foreign Subsidies Regulation) allows the EU to counter the distorting effects of foreign subsidies in procurement and investment contexts.

These instruments can be activated following the collection of economic and legal evidence from businesses, in coordination with national authorities and with the political support of both the EU Parliament and the Council. Specifically, Article 13 of the ACI (Anti-Coercion Instrument) governs a particularly targeted information gathering mechanism involving, inter alia, businesses (Art.13.2 "For the purposes of paragraph 1, the Commission shall inform and consult stakeholders, in particular associations acting on behalf of Union economic operators and trade unions, that could be affected by potential Union response measures, and Member State’ authorities involved in the preparation or implementation of legislation that regulates the sectors that could be affected by those measures.").

II. Private Enforcement - Individual Protection

Businesses may bring jurisdictional actions against U.S. authorities:

before the U.S. Court of International Trade (CIT), where they may challenge the legality of imposed duties under the Administrative Procedure Act and the Commerce Clause; before the U.S. International Trade Commission (USITC), by requesting sector-specific determinations regarding the impact of tariff measures; through class actions brought by affected importers or consortia.

Notable precedents include Transpacific Steel LLC v. United States (2020), where the ITC annulled duties due to a violation of the separation of powers, and Aluminum Association v. United States (2021), which addressed breaches of the APA.

In addition to domestic legal remedies, European companies may invoke international protection instruments, drawing on international trade and investment agreements (FTAs and IIAs), bilateral investment treaties (BITs) and the ICSID Convention of 1965. Although the Italy-U.S. BIT has been rescinded, some European companies may still rely on BITs still in force signed by EU member states, such as the Netherlands or Germany, thus benefiting from a “multilevel structure”. Moreover, it is possible that Italian economic operators have invested in the United States via companies incorporated in Canada or Mexico: they may be eligible to invokethe UMSCA agreement (in effect since 1 July 2023). Arbitration may be triggered in cases involving measures equivalent to indirect expropriation, breach of fair and equitable treatment (FET) standard or discriminatory actions.

Relevant precedents include:

Metalclad v. Mexico: an environmental measure deemed equivalent to an expropriation; CMS v. Argentina: violation of the FET standard due to extraordinary regulatory measures; Occidental v. Ecuador: arbitrary revocation of an oil concession which was considered an act of expropriation. Vento Motorcycles Inc. v. Mexico (6 July 2020): a joint venture established in Mexico by U.S. investors and adversely affected by Mexican duties (the so-called trade-related measures) was found to be a protected investment under NAFTA (now replaced by the UMSCA).

Where an investment takes the form of a stable presence (e.g. joint venture, subsidiary, establishment), or involves an economic transaction of a certain duration (through corporate interests and contractual rights), arbitration offers an effective and complementary tool to administrative or jurisdictional remedies.

III. International Arbitration and Bilateral Treaties

1. Investor-State Arbitrations:

European companies with investments in the U.S. may resort to arbitration procedures based on bilateral treaties (BITs). While the 1983 Italy-US BIT was terminated in 2013, it provides a 10-year sunset clause that could still cover investments made prior to its termination. Certain BITs concluded by other EU member states (e.g., Netherlands, Germany) remain in force and may offer indirect access to ISDS protection.

Noteworthy ICSID precedents include Metalclad v. Mexico and CMS v. Argentina, which reaffirmed the principle that states can be held liable for measures equivalent to indirect expropriation or violation of the fair and equitable treatment (FET) standard.

IV. Systemic and administrative impacts

1. Impact on public administrations:

Contracting authorities may have to deal with price increases on goods subject to duties, requests for revised fees, or litigation. Additionally, they must reassess the eligibility of U.S. operators, who no longer meet the reciprocity requirements.

2. Foreign Subsidies Regulation (FSR):

Non-EU companies benefitting from government subsidies may face exclusion from procurement processes or scrutiny in merger transactions. The FSR represents a strategic enforcement tool in the current post-WTO landscape.

V. Customs classification and rules of origin

When a product originating in the EU is exported to the United States and subsequently undergoes processing, it is crucial to determine whether that processing is sufficient to alter the product’s customs origin. According to the principles of international customs law and the World Customs Organization (WCO) regulations, a change in origin occurs when a “substantial transformation” takes place, which implies a change in the customs heading at the HS code level (so-called “heading jump rule”).

If the processing carried out in the US qualifies as substantial:

the final product may be considered to have US origin; this may affect its eligibility for tariff benefits upon reimportation into the EU (e.g., under preferential rules of origin); there is a risk of double taxation both upon entry into the U.S. and upon return to the EU, if no customs relief mechanism is available.

If, on the other hand, the processing is merely incidental (e.g., simple packaging or assembly), the product retains its EU origin. Therefore, companies must conduct documentary audits, obtain certificates of origin and carry out detailed technical assessments to prevent risks of disputes and double taxation.

Accurate determination of both the customs code (HS code) and the origin of goods is critical in determining duty liability. In the case of export to the US and subsequent processing, it is essential to determine whether such processing is sufficient to result in a change of origin. The absence of preferential post-processing agreements pose risks of double taxation and requires accurate traceability.

Conclusions

The erosion of the multilateral trade system and the adoption of discriminatory measures by the U.S. call for an integrated approach, based on internal audits, EU enforcement actions, contractual instruments and international arbitration procedures. Only through effective coordination among economic operators, public institutions and European authorities can the economic interests of both States and the EU as a whole be adequately protected.

Miscellaneous

The Ministry of the Popular Power for Transportation, through a Resolution, decided to establish, regulate, and implement the rates of the services and activities connected to the aquatic sector and of the ground transportation service provided by the National institute of Aquatic Spaces (Instituto Nacional de los Espacios Acuáticos) and the natural or legal persons duly authorized to provide services in the ship-port interface established in said Resolution. Resolution No. 033, published in Official Gazette of 05/03/2018, and Resolution No. 022, published in Official Gazette of 05/28/2020, are repealed. Any rule with an equal or lower status that conflicts with the Resolution is repealed. (Official Gazette of 02/13/2025. Resolution No. 052. Entry into force: Upon publication in the Official Gazette).

A Presidential Decree issued the Partial Regulations to the Decree with the Status, Value, and Force of Organic Law that Reserves to the State the Activities of Exploration and Exploitation of Gold and other Strategic Minerals, in relation to Mining Brigades. Said Regulations rule the matters concerning Mining Brigades as a form of organization of natural persons intended for the exercise of activities of exploration, exploitation, preparation, possession, circulation, and transportation exercised by small-scale mining. (Official Gazette of 02/24/2025. Decree No. 5.097. Entry into force: Upon publication in the Official Gazette).

The Superintendence of Public Property (Superintendencia de Bienes Públicos - SUDEBIP) issued the rules applicable to the periodic review of public property lease agreements. The purpose of said rules is to establish the guidelines that are applicable to the periodic review of lease agreements of the personal or real property categorized as public property that is assigned to or owned by the agencies and entities of the Public Sector and of that in which the agencies and entities of the Public Sector act as lessees.

Said rules provide as follows:

The agencies and entities of the Public Sector and the natural or legal persons that give under lease a personal or real property categorized as public property must notify it through an official letter to the SUDEBIP. The enterprises or companies with a mixed capital in which the Public Sector has an interest lower than 50% of the corporate capital must send to the SUDEBIP the inventory list of the personal or real property categorized as public property given under lease. The SUDEBIP may require that the private institutions, as well as the individuals, that in the capacity as lessees have custody of or possess personal or real property categorized as public property provide it with the data and reports that it deems necessary and that they send to the SUDEBIP the records or inventories of said property. The public property categorized as property of the public domain is excluded from the application of the rules.

(Official Gazette of 02/26/2025. Administrative Ruling No. 007. Entry into force: Upon publication in the Official Gazette).

In the Official Gazette No. 6,890 Extraordinary, dated March 6, 2025, Decree No. 5,104 of the same date (Customs Exemptions Decree - the “Decree”) was published, issued by the Presidency of the Republic. This Decree establishes import tax and value-added tax exemptions for the goods and sectors specified therein.

The exemptions established by the Decree are as follows:

A 90% exemption from Import Tax and a 90% exemption from Value-Added Tax is granted for the definitive importation of new or used tangible personal property classified under the tariff codes listed in Appendix I of the Decree. These imports must be carried out by agencies and entities of the National Public Administration or by natural or legal persons using their own resources. (Art. 3). This tax benefit applies automatically. Import Tax and Value-Added Tax are exempted for the definitive importation of tangible personal property classified under the tariff codes listed in Appendix II of the Decree, provided that the imports are carried out exclusively by the Ministry of Popular Power for Electric Energy or its affiliated agencies and entities. (Art. 4) Import Tax and Value-Added Tax are exempted for the definitive importation of tangible personal property classified under the tariff codes listed in Appendix III of the Decree, provided that the imports are carried out exclusively by the Ministry of Popular Power for Water Services or its affiliated agencies and entities. (Art. 5) Import Tax and Value-Added Tax are exempted for the definitive importation of tangible personal property classified under the tariff codes listed in Appendix IV of the Decree, provided that the imports are carried out exclusively by the Ministry of Popular Power for Ecological Mining Development or its affiliated agencies and entities, as well as those carried out exclusively by the Venezuelan Corporation of Guayana (CVG) or its affiliated companies. (Art. 6)

The Decree states that, in order to benefit from the exemptions established in Chapter II (On Exemptions), beneficiaries must comply with the common requirements specified in Chapter III when registering their declaration. (Art. 7)

The exemption benefit provided in the Decree will apply as of the date of registration of the respective Customs Declaration for importation. (Art. 15)

Failure to comply with any of the conditions by the beneficiaries will result in the loss of the exemption benefit established in the Decree. In such cases, the imported goods subject to the benefit will be considered taxable, without prejudice to any applicable penalties. (Art. 16)

Likewise, the exemption benefit will be revoked for those who: (i) fail to comply with the periodic evaluation requirements established in Articles 13 and 14 of the Decree and the parameters set by SENIAT; (ii) fail to comply with the obligations established in the Constituent Decree enacting the Organic Tax Code and other tax regulations, as well as in the Organic Customs Law; (iii) fall under any of the cases specified in Article 177 of the Organic Customs Law. (Art. 17)

Without prejudice to the provisions of the Decree, the National Executive may issue the Certificate of No National Production (CNP) or the Certificate of Insufficient National Production (CPNI) in accordance with the Law on Value-Added Tax, even if the goods for which the certificate is issued are classified under one of the tariff codes contained in Appendix I of the Decree. (Art. 18)

The Minister responsible for economy, finance, and foreign trade may, by resolution, add or remove tariff codes from the Appendices of the Decree, as well as create or eliminate Appendices. (Art. 19)

The exemption benefits established in the Decree will apply from its effective date until June 30, 2025. (Art. 22)

Decree No. 5,071 of December 27, 2024, published in Official Gazette No. 6,869 Extraordinary of the same date, is repealed. (Art. 23)

The Decree came into effect five (5) business days after its publication in the Official Gazette.

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