The judge’s non-discretionary nature for the order to produce the accounting records in the sale of the business

Civil Cassation, Section VI, Ordinance no. 13903 of July 6th, 2020

In the context of company transfers, pursuant to Article 2560 of the Italian Civil Code, the transferee is jointly and severally liable with the transferor for the company’s past debts resulting from the compulsory accounting records.

On this subject, with order no. 13903/2020 the Supreme Court ruled that the judge is deprived of the discretion to issue the order to produce the accounting records (ex art.210 c.p.c.) when the creditor of the company so requests for the application of the solidarity of the transferee.

This is a very important ruling with which the Supreme Court reaffirms the ratio of Article 2560 of the Italian Civil Code, to protect the creditor: denying the order to produce the accounts would be tantamount to preventing the creditor from applying the mechanism of joint and the liability of the assignee.

Attached is the order of the Supreme Court.

Fabiano Belluzzi