CORPORATE | Italian supreme court on the validity of “simul stabunt simul cadent” clauses in two-tier system companies

On 28 May 2025, the Italian Supreme Court issued its ordinance No. 14268 in a case concerning the dismissal of all members of the supervisory board (consiglio di sorveglianza) of a company that adopted the two-tier system (sistema dualistico), following the enforcement of a “simul stabunt simul cadent” clause provided by the company’s by-laws. The claimant alleged that the clause was null and void since such mechanism – which is expressly provided for boards of directors under Article 2386, paragraph 3, of the Italian Civil Code – could not be extended to supervisory boards, due to the lack of an explicit statutory reference and to the different nature of the two bodies. The Court rejected this argument and confirmed the validity of the clause also in the context of supervisory boards. The Court clarified that the ratio of the clause in question is to preserve the cohesion and equilibrium of companies’ collegial bodies, regardless of their specific role within the company governance, and that it does not conflict with mandatory provisions of corporate law.

Newsletter n. 110 – August/September 2025