Extraordinary administration and the ineffectiveness of payments: the Court of Cassation provides clarification with Order no. 29057/2025

In the landscape of Italian insolvency law, the management of large enterprises in a state of insolvency presents significant peculiarities, particularly regarding the protection of creditors and the preservation of corporate assets. A highly debated topic concerns the effectiveness of payments made by the debtor after the commencement of proceedings. The Court of Cassation recently addressed this delicate issue in Order no. 29057 of November 3, 2025, delineating precise temporal boundaries for the application of rules regarding unenforceability.

The case and the decision of the Supreme Court

The matter originated from a dispute between F. C. and E. M. M., which reached the Court of Cassation following an appeal against the decision of the Court of Appeal of Rome. The core of the issue lies in the application of Article 44 of the Bankruptcy Law (Royal Decree no. 267 of 1942) within the framework of the extraordinary administration procedure for large enterprises in crisis, governed by Decree-Law no. 347 of 2003 (also known as the Marzano Decree).

The Supreme Court confirmed a rigorous approach aimed at protecting the integrity of assets from the very moment the procedure officially commences. The decision focuses on the retroactivity of the effects of the debtor's dispossession, a cornerstone principle intended to prevent unequal treatment among creditors during the critical phases of a corporate crisis.

The "zero-hour" rule and the ineffectiveness of payments

The Court of Cassation clarified that the dispossession of the debtor—that is, the loss of the power to dispose of one's assets—produces effects against third parties starting from a specific moment. The headnote of the ruling is provided below:

Regarding the extraordinary administration of large enterprises in a state of insolvency under D.L. 347 of 2003, converted by Law 39 of 2004, Article 44, first paragraph, of the Bankruptcy Law applies to payments made by the debtor, with the effects of the unenforceability of payments being calculated from the "zero hour" of the day the decree appointing the extraordinary commissioner is issued, as the effects of the dispossession of the solvens against third parties are attributable to that date.

This principle, known in legal doctrine as the "zero-hour" rule, implies that any payment made by the debtor on the same day the decree appointing the extraordinary commissioner is issued is considered ineffective and unenforceable against the proceedings, regardless of the actual time the payment was executed or the decree was signed. The rationale behind this provision lies in the need to ensure legal certainty and prevent last-minute attempts to deplete corporate assets.

Implications for creditors and businesses

The extension of Article 44 of the Bankruptcy Law to extraordinary administration strengthens the protection of the par condicio creditorum. For third parties maintaining commercial relationships with large enterprises in financial distress, this orientation mandates the utmost caution:

• Payments received on the day the proceedings commence are at high risk of automatic ineffectiveness.
• It becomes essential to constantly monitor the financial health of large commercial partners.
• Retroactivity to the "zero hour" renders the creditor's good faith regarding the time of the banking transaction irrelevant.

Conclusions

With Order no. 29057/2025, the Court of Cassation reaffirms a principle of fundamental importance for the stability and transparency of extraordinary insolvency proceedings. Determining the effects of dispossession starting from the "zero hour" of the day of the commissioner's appointment provides an objective and non-manipulable criterion, reducing margins of uncertainty and ensuring fair and centralized management of the corporate crisis to safeguard the entire creditor class.