Jurisdiction of MEF and Consob in Sanctions Against Statutory Auditors: Analysis of Order No. 15627/2025

The regulatory framework for statutory auditing in Italy is complex and requires clarity on the responsibilities of supervisory bodies. Order No. 15627, filed on June 11, 2025, by the Court of Cassation, is a crucial reference for interpreting the boundaries between the Ministry of Economy and Finance (MEF) and the National Commission for Companies and the Stock Exchange (Consob) regarding administrative sanctions against auditors and auditing firms. This ruling, which quashed with referral a decision of the Court of Appeal of Milan of January 24, 2023, in the case between C. (E. M. L.) and B., offers fundamental insights for industry operators.

Regulatory Context and Division of Competence

Statutory auditing is governed by Legislative Decree No. 39/2010, which is fundamental for ensuring quality and independence. The division of sanctioning powers between the MEF (general supervision) and Consob (supervision of listed companies and PIEs) has generated uncertainties. The question was: what criterion for imposing sanctions? The Court, also referring to previous rulings such as No. 8583 of 2018, focused on Articles 21 and 22 of Legislative Decree No. 39 of 2010.

The Principle of Order No. 15627/2025: A Crucial Clarification

The core of Order No. 15627/2025 is its clarification on the criterion for dividing competence. The Supreme Court enunciated the following principle:

In matters of administrative proceedings aimed at imposing sanctions against statutory auditors and statutory auditing firms, the criterion for dividing competence between the Ministry of Economy and Finance (MEF) and the National Commission for Companies and the Stock Exchange (Consob) is determined, pursuant to Articles 21 and 22 of Legislative Decree No. 39 of 2010, not objectively based on the nature of the audited entity, but subjectively based on the general type of assignments carried out in the auditing activity.

This statement is of fundamental importance. The Court, presided over by Dr. M. Falaschi and with Dr. R. Caponi as rapporteur, clarified that competence does not depend on the "nature of the audited entity" (e.g., listed company), but on the "general type of assignments carried out." This shifts the focus from the passive entity of the audit to the type of activity performed by the auditor, providing a more specific criterion.

Examples of assignments:

• Statutory audit of financial statements of unlisted companies.
• Statutory audit of financial statements of public interest entities (PIEs).
• Specific accounting verification assignments.

The principle suggests that competence is rooted in the nature of the assignment. If an auditor carries out assignments within Consob's primary supervisory sphere (such as auditing listed companies), Consob will be the competent authority for sanctions related to those specific assignments.

Practical Implications for Auditors and Firms

This interpretation has significant repercussions. It requires greater attention to the classification of assignments and understanding of applicable regulations. The distinction is no longer based on a simple "listed/unlisted company" dichotomy but on a more articulated assessment of the auditing service.

Auditing firms will need to implement precise internal procedures to identify the supervisory and sanctioning regime for various assignments. The Cassation's decision, also referencing EU Regulation No. 537/2014 and Legislative Decree No. 385/1993, underscores the complexity of the regulatory framework. A clear definition of competencies is essential for the effectiveness of control and sanctioning actions.

Conclusions

Order No. 15627/2025 of the Court of Cassation is a key reference for the correct identification of sanctioning competence between the MEF and Consob in statutory auditing. Abandoning a purely objective criterion, the Supreme Court has opted for a "subjective" approach, anchored to the specific type of assignments carried out. This ruling strengthens legal certainty, offering valuable guidance for auditors, auditing firms, and supervisory bodies. Understanding and correctly applying this principle is crucial to ensure full compliance with regulations and protect market transparency.