1) Italian Supreme Court: on the limits on compensation for mala gestio in the event of avoidance actions

By order No. 20550/2026, published on 23 June 2026, the Italian Supreme Court ruled on the liability of directors for mala gestio, clarifying the criteria for the quantification of recoverable damages in cases where the conduct of directors has led to the bringing of avoidance actions (azioni revocatorie) by the bankruptcy trustee.

The Supreme Court reaffirmed that compensation for damages arising from mala gestio cannot be automatically measured by reference to the amount subject to a successful avoidance action, but must be determined in accordance with the general principles under Article 1223 of the Civil Code, pursuant to which recoverable damages must constitute an immediate and direct consequence of the challenged conduct.

In particular, the Italian Supreme Court specified that the court is required to ascertain, on a case-by-case basis, the causal link between the acts of mala gestio attributable to the directors and the prejudice actually suffered by the company or the body of creditors, taking into account the allegations and evidence provided by the parties. It follows that damages cannot be assessed automatically or on a presumptive basis, but require a specific evidential examination aimed at ascertaining their actual extent.

To access the decision, click here.

2) Italian Supreme Court: accrued goodwill is to be included in the value of the withdrawing shareholder’s stake in a company placed into liquidation, unless its effective loss is ascertained

By judgment No. 20552/2026, published on 18 June 2026, the Italian Supreme Court ruled on the inclusion of goodwill in the value of withdrawing shareholder’s stake in the event of the subsequent liquidation of the company.

The Supreme Court clarified that although an undertaking in liquidation operates in a perspective that is legally not capable of generating new goodwill, this does not preclude taking into account, in the assessment of the business’s value, the goodwill accrued up to the opening of the liquidation, as a positive element capable of being transferred to third parties together with the business assets.

According to the Italian Supreme Court, this conclusion is confirmed by Article 2487, first paragraph, letter c), of the Italian Civil Code, which provides for the power of the liquidator to dispose of the business or of individual assets of the company in order to preserve its overall value.

The Supreme Court therefore held that goodwill is to be deducted from the overall value of the business only where it is ascertained that the business assets have lost such added value as a result of the interruption of the business activity following the liquidation of the company. In the absence of such a finding, goodwill must be included in the assessment of the realisable value of the assets disposed of by the liquidator pursuant to Article 2487 of the Civil Code.

To access the decision, click here.