CORPORATE | The tacit waiver of companies’ pending judicial claims in the event of their dissolution referred to the United Chambers of the Italian Supreme Court

On 21 May 2024, the Italian Supreme Court issued its Order No. 16477/2024 on the controversial question of whether the dissolution of a company during a judicial proceeding implies the company’s tacit waiver to pending claims to be ascertained in said proceeding. Part of the Supreme Court’s case law considers that such claims, which are not recorded in the liquidation balance sheet, should be deemed to be tacitly waived by the company, since they represent illiquid and uncollectable receivables whose judicial assessment has not been completed, for the benefit of the prompt conclusion of the dissolution procedure. However, according to another part of the existing case law, the dissolution of a company does not entail the tacit waiver of its pending claims, which shall be transferred to the shareholders unless expressly renounced pursuant to Article 1236 of the Italian Civil Code. Given the contrasting case law and the significant relevance of this legal question, the Supreme Court referred the matter to its United Chambers.

Newsletter n. 98 – July 2024