Cap on the remuneration of public administrators: limits to analogical application in Judgment no. 28651/2025

The regulation of remuneration for administrators of public-sector companies has long been at the center of doctrinal and jurisprudential debate, often aimed at balancing the need to contain public spending with the protection of private autonomy. With the ruling no. 28651 of October 29, 2025, the Labor Section of the Court of Cassation addressed a matter of crucial importance regarding the interpretative limits of such remuneration caps, putting a brake on excessively broad interpretations of the legislation.

The case and the decision of the Court of Appeal

The dispute originated from the application of the maximum cap on remuneration established by Article 1, paragraphs 465 and 466, of Law no. 296 of 2006. In the lower courts, specifically before the Court of Appeal of Rome, the judges had deemed this limit applicable even to a recognized private-law association. The reasoning was based on the alleged general scope of the provision, justified by the overriding objective of containing public spending. However, the Supreme Court overturned this orientation, upholding the appeal filed by F. against F., represented by lawyer R. R.

Exceptional nature of the provision and prohibition of analogy

The core of the Cassation's decision lies in the legal classification of the provision in question. According to the Court, provisions that impose maximum limits on the remuneration of administrators are of an exceptional nature. Consequently, by virtue of Article 14 of the Preliminary Provisions to the Civil Code (Preleggi), they cannot be applied beyond the cases expressly considered by the legislature.

• Non-listed companies: The provision specifically targets non-listed companies in which the Ministry of Economy and Finance (MEF) holds a stake.
• Controlled and affiliated companies: The extension of the limit is provided solely for companies controlled by and affiliated with the latter.
• Exclusion of private associations: Private-law associations, even if linked to the public administration or funded with public money, cannot be assimilated to joint-stock companies for the purposes of this limitation.

The legal principle (massima) of Judgment no. 28651/2025

To fully understand the scope of this ruling, it is useful to analyze the official legal principle expressed by the Court:

The provision, pursuant to Art. 1, paragraphs 465 and 466 of Law no. 296 of 2006 (applicable ratione temporis), of a maximum cap for the remuneration of administrators of non-listed companies in which the Ministry of Economy and Finance holds a stake, as well as their respective controlled and affiliated companies, is of an exceptional nature, thus precluding its analogical and extensive application to cases not expressly regulated by it, as it is a provision subject to strict interpretation. (In this case, the Supreme Court quashed the lower court's decision by which the aforementioned regulation had been analogically applied to a recognized private-law association, based on the erroneous assumption that it had general scope, as it was aimed at containing public spending).

The commentary on this principle highlights how the principle of legality and the strict interpretation of exceptional provisions prevail over even legitimate public finance requirements. It is not possible, through interpretation, to extend restrictions on contractual freedom and private autonomy beyond the perimeter strictly defined by the legislature. The analogy legis finds an impassable limit when faced with norms that derogate from common contractual freedom.

Conclusions

Judgment no. 28651/2025 represents an important benchmark for corporate law and public employment law. It reaffirms that the containment of public spending cannot justify the violation of fundamental rules on the interpretation of laws. Private-law entities, even when in relationships with the Public Administration, maintain their autonomy in determining the remuneration of their governing bodies, barring express legislative intervention to the contrary.