ITALY Trends and Developments Contributed by: Luciano Castelli, Elisa Rizzi and Ludovica Accolla, LCA Studio Legale
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Italy and Foreign Veil-Piercing Judgments: Recognition and Enforcement of Extra-EU Decisions Addressing Abuse of the Corporate Form Introduction The increasing internationalisation of corporate groups has made cross-border enforcement a central issue in commercial litigation and asset recovery. Creditors frequently face situations in which the debtor’s assets are fragmented across multiple jurisdictions or shield - ed behind complex corporate structures. In response, courts in many legal systems have developed mech - anisms allowing liability to be extended beyond the nominal corporate debtor where the corporate form has been abused. Among these mechanisms, the doctrine of “pierc - ing the corporate veil” occupies a prominent posi - tion. Widespread in common law jurisdictions, but also recognised in various forms in several civil law systems, this concept allows courts to disregard a company’s separate legal personality and to attribute liability directly to shareholders, parent companies, beneficial owners or other parties who have misused the corporate structure. With the increase in international litigation, it is like - ly that Italian courts will face a growing number of requests for the recognition and enforcement of for - eign judgments containing veil-piercing findings. This trend raises an important question, namely whether a foreign judgment extending liability beyond the cor - porate debtor can be recognised and enforced in Italy, despite the fact that Italian law does not formally rec - ognise veil piercing as a general doctrine.
This issue arises in relation to judgments handed down outside the European Union (EU), the recog - nition of which in Italy is primarily governed by Law No 218 of 31 May 1995. While there is currently no established case law regarding the recognition of for - eign judgments relating to the lifting of the corporate veil, existing principles of Italian private international law, together with developments in company law and recent case law trends, offer valuable guidelines. The Italian framework for recognition of extra-EU judgments In general terms, the recognition of judgments ren - dered by courts of third states is governed by Articles 64 and 67 of Law No 218/1995. This legal framework is supplemented by relevant international conven - tions, such as the Lugano Convention, which applies to relations with Iceland, Norway and Switzerland. It establishes a parallel regime for the recognition and enforcement of decisions in civil and commercial mat - ters. Furthermore, the 2019 Hague Judgments Con - vention is relevant in civil and commercial disputes between contracting states from 1 September 2023, to which Italy is bound through the EU framework. Italian law takes a relatively liberal stance on the circu - lation of foreign decisions. Unlike traditional exequatur systems, foreign judgments are, in principle, recog - nised automatically if certain statutory requirements are met. These requirements include: • jurisdiction of the foreign court according to inter - nationally accepted standards; • proper service of process and respect for the rights of defence;
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