Assignment of a Banking Company in Compulsory Administrative Liquidation: The Court of Cassation and the Inapplicability of Article 2560 of the Civil Code (Order No. 15678/2025)

Italian law provides for special regulations that, in specific contexts, prevail over general discipline. Order No. 15678 of the Court of Cassation of June 12, 2025, is a prime example. This ruling clarifies the application of Article 2560, paragraph 2, of the Civil Code to company assignment operations involving banking institutions in Compulsory Administrative Liquidation (LCA), such as the Venetian banks. Let's analyze the implications of this decision.

The Context: Banking Crises and LCA

The Order falls within the scope of the compulsory administrative liquidation of the Venetian banks, governed by Legislative Decree No. 99 of 2017 (converted by Law No. 121 of 2017). This special regulation allowed for the assignment of companies between the liquidating commissioners and Intesa Sanpaolo S.p.A., a complex operation to ensure the continuity and stability of the banking system. LCA, an administrative insolvency procedure with public interest aims, requires a targeted application of rules.

The Legal Issue: Article 2560 of the Civil Code and the Prevalence of Special Regulations

Article 2560, paragraph 2, of the Civil Code states that "The buyer of the company is liable for debts inherent to the operation of the assigned company, if they are recorded in the mandatory accounting books." This rule protects creditors. However, the Court of Cassation (President D. M., Rapporteur M. C.), in the appeal between I. (D. T.) and I. (V. T.), had to determine whether this rule applied to the assignment between the liquidating commissioners of the Venetian banks and Intesa S.p.A.

In the context of the compulsory administrative liquidation of the Venetian banks referred to in Legislative Decree No. 99 of 2017, converted with amendments by Law No. 121 of 2017, Article 2560, paragraph 2, of the Civil Code does not apply to the company assignment stipulated between the liquidating commissioners and Intesa Sanpaolo S.p.A., as both the legislative discipline generally concerning the assignment of banking companies in LCA, and the aforementioned legislative discipline specifically provided for the liquidation of the Venetian banks, constitute special regulations which, as such, prevail over the general discipline of company assignment governed by the Civil Code.

The Supreme Court thus established that Intesa S.p.A., as the buyer, is not automatically liable for the pre-existing debts of the Venetian banks in LCA, notwithstanding Article 2560, paragraph 2, of the Civil Code. This derogation is based on the "special" nature of the regulations governing the compulsory administrative liquidation of banking companies (Legislative Decree 385/1993) and, specifically, that of the Venetian banks (Legislative Decree 99/2017 and Law 121/2017). These laws, designed to manage systemic crises, prevail over general discipline, a cornerstone principle of our legal system.

Conclusions and Observations

Order No. 15678/2025 offers legal clarity. Its main implications are:

• Regulatory Prevalence: Special laws on banking LCA prevail over Article 2560, paragraph 2, of the Civil Code.
• Certainty for Buyers: Institutions acquiring banking companies in LCA benefit from a more defined regulatory framework regarding debt succession, facilitating rescue operations.
• Systemic Stability: The derogation facilitates the assignment of banking business units in crisis, a vital mechanism for financial stability and the protection of savers.

This decision highlights the importance of the interaction between general and special regulations. For operators and companies, it is essential to understand how specific regulations can modify the application of general rules, especially in crisis scenarios. Our Law Firm is available for consultations.