ITALY Trends and Developments Contributed by: Luciano Castelli, Elisa Rizzi and Ludovica Accolla, LCA Studio Legale
• finality of the judgment in the state of origin; • absence of conflicting Italian judgments; • absence of pending Italian proceedings com - menced earlier between the same parties and concerning the same matter; and • compatibility with Italian public policy (the Italian ordine pubblico ). It is important to note that Italian courts do not review the merits of foreign decisions . The judge responsi - ble for recognising the decision is not permitted to reassess the facts, reconsider the evidence, or deter - mine whether the foreign court correctly applied its own law. The review is limited to verifying that the foreign judgment meets the statutory requirements for enforcement in Italy. This principle of prohibition of review on the merits has become increasingly impor - tant in recent years and reflects a broader international tendency favouring the free movement of judgments. Consequently, when a foreign court has already deter - mined that the corporate veil should be pierced, the Italian court is generally not entitled to revisit whether the factual circumstances justified that conclusion. The focus instead shifts to whether the effects of the foreign judgment are compatible with the fundamental principles of the Italian legal system. The procedure for recognition and enforcement of foreign judgments An application for recognition and enforcement must be brought before the court of appeal of the place where enforcement is sought. The application must be accompanied by the foreign judgment, duly legalised or provided with a Hague apostille where required, together with a certified Italian translation and doc - umentation demonstrating that the judgment has become final and binding in the state of origin. One of the essential conditions for recognition under Article 64 of Law No 218/1995 is compliance with the requirements of due process. Therefore, it is crucial to demonstrate that the defendant was properly informed of the proceedings and had a genuine opportunity to participate in the foreign proceedings. The proceedings are conducted under the simplified cognition procedure and differ significantly from ordi -
nary merits proceedings. The court’s review is limited to establishing whether the statutory requirements for recognition have been met, and whether the foreign judgment can validly take effect within the Italian legal system. While the party opposing recognition may challenge the existence of these requirements, they cannot seek a reassessment of the facts established by the foreign court or a re-evaluation of the evidence already considered in the original proceedings. Indeed, if a foreign court decision extends liability beyond the corporate debtor – in the case under con - sideration, by piercing the corporate veil – the Italian court is not required to verify whether the conditions for disregarding the company’s legal personality would have been met under Italian law. Instead, it must only verify that the foreign decision meets the conditions for recognition and that its effects do not conflict with the fundamental principles of the Italian legal system. The traditional Italian approach to corporate separateness At first glance, the recognition of a foreign veil-piercing judgment may appear problematic because Italian corporate law is traditionally built upon the principle of separate legal personality. Capital companies enjoy perfect patrimonial autonomy. A company’s assets constitute the exclusive guarantee for corporate credi - tors, while shareholders are liable only to the extent of their contributions. This principle is one of the cor - nerstones of Italian company law and has historically been regarded as a fundamental element supporting entrepreneurship and investment. Unlike many common law jurisdictions, Italian legisla - tion contains no general provision authorising courts to disregard corporate personality whenever equity or fairness so requires. Italian judges are therefore not vested with a broad discretionary power equivalent to the classic common law doctrine of piercing the corporate veil. For this reason, Italian scholars have often observed that veil piercing, as understood in Anglo-American legal systems, does not formally exist in Italy. However, such a statement may be misleading if taken too literally. Although Italian law rejects a general veil-piercing doctrine, it has developed a sophisticated collection
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