CORPORATE | Court of Venice on the non-retroactive application of liability caps for statutory auditors

On 4 July 2025, the Court of Venice issued its decision in case No. 3405/2022 concerning the liability of former directors, liquidators and statutory auditors (sindaci) of a company declared bankrupt.  The Court held the statutory auditors jointly liable with the director, considering their oversight activities insufficient to meet the diligence standards required by law. In this context, the Court examined the recent reform introduced by Law No. 35 of 4 March 2025, which amended Article 2407 of the Italian Civil Code by introducing a quantitative cap on statutory auditors’ liability and limiting damages to a multiple of their remuneration. The Court of Venice adhered to the restrictive interpretation concerning the applicability of such provision, clarifying that the relevant limitation does not apply retroactively to omissions or misconduct that had occurred before the reform entered into force. Otherwise, creditors’ rights already arisen at the time of the damaging conduct would be unjustifiably restricted.

Newsletter n. 110 – August/September 2025