Corretta gestione della crisi d'impresa e limiti al sindacato giudiziale

The rulings under discussion reaffirm that, under the business judgment rule, when evaluating the conduct of directors and liquidators, the courts may censure actions that reflect unreasonable or negligent choices or involve a conflict of interest with the company. Given the management body’s exclusive authority, as enshrined in Art. 120-bis of the CCII, decisions are subject to censure if they conflict with liquidation criteria approved by the shareholders' meeting or are intended to circumvent oversight by the board of statutory auditors, particularly where there is a failure to evaluate alternatives to judicial liquidation. Such conduct constitutes serious management irregularities relevant under Art. 2409 of the Civil Code.