Assignment of Business and Indemnity Claims: The Court of Cassation Clarifies the Transfer of Liabilities in Veneto Banks (Order No. 15238/2025)

The Italian legal landscape is constantly called upon to interpret complex regulations, especially in contexts of corporate crises involving a large number of savers. Order of the Court of Cassation No. 15238 of 07/06/2025, with President F. D. S. and Rapporteur M. R., offers a fundamental clarification regarding liability for indemnity claims in the event of business assignment, with particular reference to the complex situation of the so-called "Veneto Banks." This ruling, which overturned a previous decision of the Court of Appeal of Florence of 09/01/2023, is of great interest to anyone involved in acquisition or liquidation operations, or who has suffered damages from unlawful conduct by banking institutions.

The Context: Veneto Banks and Business Assignment

The case originates from the liquidation of important Veneto banking institutions, such as Banca Popolare di Vicenza, an event that profoundly shook the Italian financial system and left thousands of savers with substantial losses. To manage this crisis, Decree-Law No. 99 of 2017 (converted with amendments by Law No. 121 of 2017) was enacted, Article 3 of which provided for the assignment of business units and liabilities to Intesa Sanpaolo S.p.A. It is in this context that the issue of indemnity claims arising from unlawful acts committed by employees of the original banks arose. These claims had been brought before the courts before the assignment, but their actual existence and quantification were only ascertained after the business was transferred. The central question was whether these claims should be considered part of the "liabilities" transferred to the assignee, Intesa Sanpaolo S.p.A., or if they remained with the liquidation procedure.

The Interpretation of the Court of Cassation: The Principle of Order No. 15238/2025

The Supreme Court, with Order No. 15238 of 2025, provided a clear and decisive answer, affirming a legal principle of fundamental importance. Here is the full principle:

In the context of the liquidation of the so-called "Veneto banks" (in this case, Banca Popolare di Vicenza), an indemnity claim arising from an unlawful act by bank employees, brought before the courts prior to the business assignment stipulated between the liquidators and Intesa Sanpaolo s.p.a., and ascertained after such assignment, must be considered included among the "liabilities" transferred to the assignee pursuant to Article 3, paragraph 1, of Decree-Law No. 99 of 2017, converted with amendments by Law No. 121 of 2017.

This ruling establishes that an indemnity claim, even if definitively ascertained after the business assignment, falls within the liabilities transferred to the assignee if its origin (the unlawful act) and its "deduction in court" (the initiation of the lawsuit) occurred before the assignment. In other words, the Court of Cassation held that the nature of "liability" does not depend on the final determination of the claim, but on its pre-existence in terms of the cause of action (the unlawful act) and the pendency of the litigation (the start of the proceedings). This principle ensures continuity of responsibility and protection for those who have suffered damages, preventing the business assignment from becoming a mechanism to evade indemnity obligations.

Practical Implications and Protection of Savers

The consequences of this order are manifold and of great importance, especially for those who have suffered damages due to the unlawful conduct of the former Veneto Banks. The decision of the Court of Cassation strengthens the position of the injured parties, confirming that the assignee of the business also assumes latent or not yet finalized liabilities at the time of assignment, provided their basis predates it. This means that savers and investors who had initiated legal actions before the assignment can continue to assert their rights against the assignee, Intesa Sanpaolo S.p.A., which has assumed these liabilities. The order contributes to:

• Clarifying the scope of the assignee's liability in bank rescue operations.
• Ensuring the continuity of legal protection for injured parties.
• Providing greater legal certainty in complex corporate reorganization contexts.
• Preventing interpretations that could weaken the position of indemnity creditors.

This is a principle that, although arising in a specific context, can have significant repercussions in other business assignment operations involving indemnity claims, emphasizing the need for thorough due diligence on potential liabilities.

Conclusions: A Principle of Clarity for Banking Law

Order No. 15238 of 2025 of the Court of Cassation represents a firm point in the complex matter of liability transfer in business assignment operations, particularly in the banking sector. With this ruling, the Supreme Court has reiterated the importance of protecting the rights of injured parties, ensuring that liabilities for unlawful acts are not nullified by extraordinary operations. This is an important signal for the market and for jurisprudence, underscoring that the right to compensation, once established, must be fully satisfied, regardless of subsequent corporate reorganizations. For legal professionals and anyone facing similar situations, this order offers valuable guidance for correctly interpreting regulations and safeguarding the interests of their clients.