Litigation of Veneto Banks: The Court of Cassation and "Excluded Litigation" in Order No. 15083 of 2025

The recent Order of the Court of Cassation No. 15083 of June 5, 2025, addresses a matter of great importance for all those involved in the complex affairs of the former Veneto Banca S.p.A. and Banca Popolare di Vicenza S.p.A. This ruling clarifies a crucial aspect of procedural succession following the business transfer to Intesa Sanpaolo S.p.A., defining the boundaries of so-called "Excluded Litigation." Understanding this decision is fundamental for anyone who has had dealings with the Veneto banks and is still managing legal disputes today, offering valuable guidance for interpreting the dynamics of ongoing proceedings.

The Context: The Crisis of the Veneto Banks and Decree-Law 99/2017

The affair of the former Veneto Banca S.p.A. and Banca Popolare di Vicenza S.p.A. represents one of the most delicate chapters in recent Italian banking history. After years of difficulties, the two banks were placed under administrative liquidation, and a significant portion of their assets and liabilities was transferred to Intesa Sanpaolo S.p.A. The relevant regulatory framework was Decree-Law No. 99 of June 25, 2017, subsequently converted with amendments by Law No. 121 of July 31, 2017. This provision laid down the rules for the business transfer, establishing the conditions and limits for the transfer of legal relationships and, consequently, of pending lawsuits.

Procedural Succession: A Crucial Knot

One of the most complex aspects that emerged from the business transfer concerns procedural succession. When a legal entity transfers a business unit or its assets, the issue arises as to who should succeed in ongoing legal disputes, both as plaintiff and defendant. The general principle of particular succession in contentious rights, governed by Article 111 of the Code of Civil Procedure, provides that the buyer or assignee succeeds to the position of the assignor. However, the Veneto Banks' affair presented peculiarities, linked both to the nature of the administrative liquidation and to the specific clauses of the transfer agreement entered into between the liquidating commissioners and Intesa Sanpaolo S.p.A.

The Interpretation of the Court of Cassation: "Excluded Litigation"

It is in this context that the important ruling of the Court of Cassation, Order No. 15083 of 2025, is situated. The Supreme Court has carefully examined the issue of Intesa Sanpaolo S.p.A.'s succession in pending lawsuits, providing a clear and binding interpretation. The headnote of the judgment, which we report in full, is illuminating:

In matters of disputes initiated by or against Veneto Banca s.p.a. or Banca Popolare di Vicenza s.p.a., subsequently placed under administrative liquidation during their respective proceedings, Intesa Sanpaolo s.p.a. does not succeed in lawsuits pending as of the date (June 26, 2017) of the transfer agreement entered into by the liquidating commissioners of those banks with Intesa Sanpaolo s.p.a., pursuant to d.l. no. 99 of 2017 (conv. by l. no. 121 of 2017), and concerning banking relationships already extinguished as of the aforementioned date, given that such relationships fall within those of the so-called "Excluded Litigation" provided for in the mentioned agreement.

This ruling is of fundamental importance. The Court of Cassation clarifies that Intesa Sanpaolo S.p.A. does not succeed in disputes that, as of June 26, 2017 (the date of the transfer agreement), concerned banking relationships already extinguished. The reason for this exclusion lies in the fact that these specific relationships fall within the category of "Excluded Litigation," as defined in the business transfer agreement. This means that for such lawsuits, responsibility and management remain with the administrative liquidation of the former Veneto banks, and are not transferred to Intesa Sanpaolo S.p.A. The ruling confirms an already emerging trend, as in the previously cited precedent No. 35820 of 2023, consolidating the interpretation on the matter.

Key Points and Practical Implications

For the individuals involved, the implications of this order are concrete. Here are the key points to consider:

• The date of June 26, 2017, is the fundamental dividing line: only relationships already extinguished by that date are affected by the exclusion of succession.
• The exclusion is not general but limited to relationships that fall within the definition of "Excluded Litigation" as agreed in the transfer agreement.
• It is crucial to verify the status of one's banking relationship with the former Veneto Banks as of the transfer date to understand who the legitimate procedural party is.
• Lawsuits concerning relationships not extinguished by June 26, 2017, or not falling under "Excluded Litigation," may see Intesa Sanpaolo S.p.A. succeed.

Conclusions

The Order of the Court of Cassation No. 15083 of 2025 provides essential clarification in a complex matter of great social and economic impact. The distinction between transferred litigation and "Excluded Litigation" is a key element for navigating still-open judicial proceedings. For savers and businesses involved, it is essential to analyze their specific situation in light of this ruling. The advice of a lawyer experienced in banking and civil procedural law is crucial to correctly assess one's position and take the most appropriate actions, ensuring the protection of one's rights in an ever-evolving legal framework.