Italy Update: Board of Directors without proxies: joint and several liability of the directors

Court of Cassation, judgment no. 11087 of 28 March 2022

The Supreme Court with the sentence n. 11087/2022, reiterated that Article 2392 of the Italian Civil Code.c. provides that the directors are jointly and severally liable to the company for damages deriving from non-compliance with the duties imposed on them by law or by the statute, without prejudice to the hypothesis of their own attributions ascribed in practice to one or more subjects. Therefore, it is necessary to distinguish the hypothesis in which the Board of Directors operates in the presence, or not, of proxies: if a given act does not fall within the delegated attributions, all the members of the Board of Directors are liable for the offenses, except for the dissent externalized. If, on the other hand, specific materials are attributed to certain components of the Board of Directors, they are responsible for what has been accomplished. Consequently, according to the judges of legitimacy, in the absence of proxies, all directors are subject to joint and several liability for the offenses deliberated or carried out by the Board of Directors.

By Quorum, Italy, a Transatlantic Law International Affiliated Firm. 

For further information or for any assistance please contact italy@transatlanticlaw.com

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