Insights

The Court of Milan (see judgment of 30 April 2021, no. 3644) has affirmed the principle whereby, in order for a shareholder to successfully bring a liability action pursuant to Article 2395 of the Italian Civil Code against the director of company who has provided false information not reflecting the reality in the company’s accounting documents - such as, for example, the financial statements, in the context of the purchase of shareholdings in the company by that shareholder - it is crucial to assess the actual influence of such misrepresentation of the economic and financial situation on the investment choice.

The claimant has to prove that the decision to invest in the company has been determined by such distorted situation, arising from the unlawful conduct of the director. In any case, any form of director’s liability is to be excluded if, as in the present case, the party claiming damages has expressly subordinated the investment to the successful outcome of due diligence activities, from which the risk profiles of such operation had emerged and the actual financial position of the target company had been outlined, thus excluding the causal link between the director’s conduct and the occurred economic damage.