Liability action against resigning directors

ItItalian Civil Supreme Court, Section I, 17/05/2021, no. 13221. Presiding Judge Genovese, Reporting Judge Caiazzo; liability action pursuant to articles 2393 and 2394 of the Italian Civil Code promoted by the bankruptcy curator; termination of office of a director, who has duly submitted his resignation, is opposable to bankruptcy even if the company is not registered in the Register of Companies, since the extension of his liability is not allowed – which is, in any case, his own (even if omissive in nature) – related to conduct carried out by third parties at a time subsequent to his resignation, just because the Board of Auditors has failed to fulfill its notification obligations; the resigning director cannot make up for the Board of Auditor’s failure to act, being now extraneous to the corporate organization. (official statement)