Our firm continues to focus closely on the civil liability of the board of statutory auditors (collegio sindacale) in Italian companies.
As is well known, Law No. 35/2025 amended Article 2407(2) of the Italian Civil Code, introducing a statutory cap on the damages recoverable from statutory auditors.
Given the scope of the reform—and the absence of any transitional provisions—the first practical question was immediate: does the new cap also apply to conduct or events occurring before 12 April 2025 (the date the amendment entered into force) where proceedings are commenced afterwards?
The Court of Bari, by Order No. 1981 of 24 April 2025, was the first court of first instance to address the application of the new rules. On the specific issue of quantification of damages, it held that the statutory cap could apply also to facts predating the entry into force of Law No. 35/2025.
The Court of Venice, in its decision of 4 July 2025, reached the opposite conclusion, expressly stating that the cap does not apply to facts occurring prior to the amendment.
The matter has now been addressed by the First Civil Section of the Supreme Court (Corte di Cassazione). In two twin rulings of 22 January 2026 (No. 1390 and No. 1392/2026), the Court clarified that the newly introduced cap under Article 2407 is not a rule of a merely procedural nature. Accordingly, it cannot be applied to conduct or events preceding the entry into force of Law No. 35/2025.
In light of the Supreme Court’s guidance, it is reasonable to expect that, going forward, courts of first istance will align with the principle of non-retroactivity, refraining from applying the reform to pre-amendment facts.
That said, the Court of Bari, even as recently as 23 January 2026, continued to take a divergent approach, applying the cap retroactively also to cases arising before the legislative reform.