Italy Update: Succession of Former Shareholders for the Obligations of the Company Cancelled Pending Trial

Court of Cassation, order no. 15762/2023 

The Court of Cassation reaffirms the principle of law by virtue of which, if a company – defendant in court as a transferor for the specific execution of a preliminary sales contract – is canceled during the judicial proceedings, the shareholders who are parties to the proceedings take over the obligation to stipulate the final contract and may be subject to the effects of the judgment that determines its validity, even if this obligation to fulfil is not mentioned in the final clearance budget.

Indeed, the Supreme Court continues, according to the provisions of art. 110 c.p.c., in the event of cancellation of the company from the Register of Companies, the passive procedural legitimacy is automatically transferred in favor of the former shareholders.

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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