Assignment of Venetian Banks and Passive Legitimation: Cassation Ruling 15670/2025

The Italian legal landscape is dotted with rulings that, while concerning specific cases, lay down fundamental guidelines for the interpretation and application of law. Ruling No. 15670 of 12/06/2025, issued by the Court of Cassation and presided over by Dr. D. M., with Dr. F. M. as rapporteur, fits into this context, providing essential clarifications regarding the complex matter of the administrative liquidation of the Venetian banks (Veneto Banca S.p.A. and Banca Popolare di Vicenza S.p.A.) and the subsequent transfer of business to Intesa Sanpaolo S.p.A. This ruling is of particular interest to all those who have been involved, in various capacities, in the recovery operations and to legal professionals who find themselves managing disputes arising from such events.

The Context: The Crisis of the Venetian Banks and Decree-Law No. 99/2017

The crisis of Veneto Banca and Banca Popolare di Vicenza represented one of the most delicate moments for the recent Italian banking system. To safeguard financial stability and protect depositors, the Government intervened with Decree-Law No. 99 of June 25, 2017, subsequently converted into Law No. 121 of July 31, 2017. This provision ordered the administrative liquidation of the two banks and, at the same time, authorized the transfer of selected business branches and liabilities to Intesa Sanpaolo S.p.A. The objective was to ensure operational continuity and limit the impact on the market. However, such a far-reaching operation has generated and continues to generate numerous legal issues, particularly concerning the correct identification of parties legitimately liable in court for past liabilities.

The Issue of Passive Legitimation: The Core of Ruling 15670/2025

The Cassation ruling addresses a crucial issue: the passive legitimation of Intesa Sanpaolo S.p.A. in disputes relating to banking relationships already extinguished at the time of the transfer. Passive legitimation is a fundamental procedural prerequisite that indicates the entitlement, on the part of the defendant, to the substantive legal situation brought before the court by the plaintiff. In other words, it is about establishing who is the party that, according to the law, can and must respond in a given proceeding. In this case, Decree-Law No. 99/2017 and the transfer agreement defined a clear scope of what was transferred and what remained with the liquidation procedures. It is precisely on this boundary that the dispute resolved by the Supreme Court arose.

Regarding the transfer of business stipulated pursuant to Decree-Law No. 99 of 2017 (converted by Law No. 121 of 2017) between the liquidators of Veneto Banca S.p.A. and Banca Popolare di Vicenza S.p.A. and Intesa Sanpaolo S.p.A., banking relationships already extinguished as of June 26, 2017, the effective date of the latter's succession to the substantive position of the former by virtue of the aforementioned agreement, fall within the litigation expressly excluded from the effects of the transfer, with the consequence that Intesa Sanpaolo S.p.A. is not passively legitimated in the related litigation.

The summary, clear and concise, represents the core of Ruling 15670/2025. The Court of Cassation, rejecting the appeal against the decision of the Court of Appeal of Turin, established that Intesa Sanpaolo S.p.A. cannot be considered passively legitimated in those disputes concerning banking relationships that had already been extinguished before June 26, 2017. This date is not coincidental: it marks the effective date of Intesa Sanpaolo's succession to the substantive position of the Venetian banks in liquidation, as provided for by the transfer agreement entered into pursuant to Decree-Law No. 99/2017. The principle is simple but disruptive: what was already concluded and finalized before the transfer was not subject to transfer. Consequently, the related liabilities and pending or potential disputes cannot be attributed to the acquiring bank, but remain with the administrative liquidation procedure of the original banks. This reflects a strict interpretation of the contractual clauses and special legislation, in line with Articles 1321 and 1362 of the Civil Code, which govern contracts and their interpretation, respectively, seeking the common intention of the parties and not limiting themselves to the literal meaning of the words.

Legal and Practical Implications for Litigation

The consequences of this ruling are significant both legally and practically. For individuals intending to take legal action for claims arising from relationships with the former Venetian banks, it becomes essential to verify the date of extinction of the relationship. If the relationship was already extinguished before June 26, 2017, the defendant will not be Intesa Sanpaolo S.p.A., but the liquidators of the former Venetian banks must be summoned to court. This entails:

• A careful preliminary analysis of the debtor or creditor position;
• The need to correctly identify the passively legitimated party;
• Potential variations in procedural strategies and competent forums.

The Ruling follows a line of jurisprudence that, as recalled by previous summaries (e.g., No. 2785 of 2025, No. 17834 of 2023, No. 35820 of 2023, No. 8463 of 2022), is progressively clarifying the complex relationships of succession in particular title proceedings for disputed rights, a subject widely governed by the Code of Civil Procedure and here applied to a special law case.

Conclusions: A Beacon in the Complexity of Bank Transfers

Ruling No. 15670/2025 of the Court of Cassation represents an important benchmark for jurisprudence on business transfers in the context of administrative liquidations. It reiterates the centrality of the transfer's effective date and the contractual scope defined by the parties for determining passive legitimation. For former customers of the Venetian banks and for all legal operators, the ruling underscores the importance of an accurate verification of the status of banking relationships as of June 26, 2017. Only in this way will it be possible to correctly initiate legal action, avoiding preliminary objections and procedural delays. In an increasingly dynamic economic and legal context, characterized by frequent reorganization and merger operations, the clarity provided by rulings like this is a bulwark in defense of legal certainty and the proper administration of justice.