Italian Cassation Court sentence on personal liability for Board members in case of Board offence

Italian Cassation Court, Penal Section III, with Sentence number 11087 of 04.02.2022 filed yesterday, March the 28th 2022, declared the important principle according to which, in the absence of delegations of specific powers to one or more members of the Board of Directors, all the Directors of the Company must be held jointly liable for damages resulting from the non-compliance with the duties imposed on them by law or by the company’s statute.

Therefore, it must be distinguished if the Board of Directors operates with or without delegation of powers.

In the first case, the violations committed will be charged only to the Board of Directors members with the aforesaid delegation, otherwise all the Board of Directors members will be responsible for the offence deliberated by the Board of Directors, even if in fact not decided or committed by everyone, except the case of liability exclusion provided by Art. 2392, Paragraph 3, Italian Civil Code.

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