ITALY Trends and Developments Contributed by: Luciano Castelli, Elisa Rizzi and Ludovica Accolla, LCA Studio Legale
Emerging trends in international enforcement Several broader trends suggest that requests for rec - ognition of foreign veil-piercing judgments are likely to become more common in Italy. First, multinational corporate groups continue to increase in size and complexity. Corporate structures frequently span multiple jurisdictions, creating oppor - tunities for strategic allocation of assets and liabilities. Second, international asset recovery has become increasingly sophisticated. Creditors now pursue enforcement strategies on a global scale, targeting assets wherever they may be located. Third, courts worldwide are demonstrating greater sensitivity to abuses of corporate structures. The traditional emphasis on formal legal separateness is increasingly balanced against concerns regarding transparency, accountability and creditor protection. These developments are particularly visible in sec - tors involving large infrastructure projects, interna - tional trade, investment disputes and cross-border insolvencies. As a result, Italian courts are likely to encounter a growing number of foreign judgments that seek to impose liability on entities other than the original contractual debtor. The challenge will be to reconcile respect for corporate separateness with the equally important objective of preventing abusive conduct. Current trends suggest that Italian courts will approach this challenge through the established framework of public policy review rather than through any attempt to import the foreign doctrine directly into domestic law.
Conclusion The recognition in Italy of foreign veil-piercing judg - ments represents a developing area at the intersection of corporate law, private international law and cross- border enforcement. Although Italian law does not for - mally recognise the doctrine of piercing the corporate veil as a general principle, this fact alone does not create an obstacle to recognition of foreign judgments based on that doctrine. Italian law has developed a variety of mechanisms aimed at preventing abuse of legal personality and protecting creditors against fraudulent or opportun - istic uses of the corporate form. These mechanisms reveal substantial functional convergence with the policy objectives underlying veil piercing. Moreover, the restrictive interpretation of the public policy exception and the prohibition against reviewing the merits of foreign judgments create a legal environ - ment generally favourable to the circulation of inter - national decisions. As cross-border disputes continue to increase and corporate structures become more complex, foreign judgments addressing abuse of the corporate form are likely to play an increasingly impor - tant role in international enforcement practice. Current legal trends suggest that Italian courts will focus less on the “label” attached to the foreign doc - trine and more on the compatibility of its effects with the fundamental principles of the Italian legal system. From this perspective, foreign veil-piercing judgments grounded in findings of abuse, fraud or misuse of cor - porate structures appear well positioned to satisfy the requirements for recognition and enforcement in Italy.
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