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On October 3, 2025, Law No. 144 of September 26, 2025, was published in the Gazzetta Ufficiale. The law delegates the Government to adopt, within six months of its entry into force, a comprehensive reform concerning workers’ remuneration and collective bargaining.

The goal is clear: to ensure that all workers receive fair and proportionate pay, in line with Article 36 of the Italian Constitution and with European guidelines on adequate minimum wages (EU Directive 2022/2041).

What does the law specifically provide?

Gaspare Roma and Ilaria Uletto discussed this in detail in their article published on NT+ Diritto by Il Sole 24 Ore.

“ Read the full article in italian.

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“A monetary protection that is incompatible with the necessary personalization of the damage suffered by the worker”: this is how the Constitutional Court, in its ruling no. 118 of 21 July 2025, defined the 6-monthly salaries ceiling provided for by Article 9, paragraph 1, Legislative Decree no. 23/2015 in relation to the compensation indemnity for unlawful dismissals of workers in small companies (i.e., organizational entities that employ fewer than 16 employees and do not meet the employment requirements of Article 18 of the Workers’ Statute).

In the opinion of the Constitutional Court, the upper and insurmountable limit set forth in the aforementioned regulatory provision is to be deemed unconstitutional in that it does not allow the judge to parameterize the amount of compensation for the damage suffered by the dismissed worker based on the criteria of personalization, adequacy and appropriateness.

The reduced compensation limit, in fact, according to the Constitutional Court, would
preclude the trial judge from concretely compensating the damage suffered by the worker in cases of extreme severity of the dismissal, thus not guaranteeing effective protection in all cases of unlawful dismissal.

Moreover, starting from the rationale of the rule (which was to not overburden small
companies’ owners by imposing excessive and unsustainable costs on them in the event
of unlawful dismissals), the Constitutional Court censures its size parameter used by the Italian legislator as the sole criterion for assessing the economic strength of the employer.

In the Constitutional Court’s opinion, in fact, the number of workers employed by a
company cannot be the sole indicator revealing the economic strength of the employer and the relevant sustainability of the costs resulting from an unlawful dismissal, other indicators, such as, for example, the company’s turnover, must also be considered.

Therefore, the 6-monthly salaries ceiling does not appear to be supported by a valid
foundation and, as stated in ruling no. 118/2025, is a harbinger of “compensatory” injustices in the case of unlawful dismissals characterized by particular unfairness and exceptionally serious defects.

Concluding the pronouncement in comment, the Constitutional Court therefore invites the Italian legislator to intervene on the aforementioned issue, proposing the repeal of the 6- monthly salaries cap or, at the very least, the elimination of the impassable nature of this cap.
So, the result not achieved by the referendum of last June 8/9 of 2025, seems to be reached by the Constitutional Court, with a ruling that will certainly open up quite a few interpretative and applicative scenarios in the coming months.

The post UNCONSTITUTIONAL SIX-MONTHLY SALARIES CAP ON COMPENSATION FOR WRONGFUL DISMISSALS IN SMALL COMPANIES appeared first on Studio Legale De Berti Jacchia Franchini Forlani.

Strengthened statutory autonomy: the Court of Cassation expands the shareholders’ room for manoeuvre

How can a company’s articles of association regulate matters not expressly reserved by the Civil Code?

This point is well explained by Luca Pescatore in an article for Il Sole 24 Ore, analysing Cassation ruling no. 14268/2025.

The Supreme Court confirmed the validity of the simul stabunt simul cadent clause even for companies with a two-tier governance system, clarifying that:

• it does not violate mandatory rules, provided it is applied in good faith and with loyalty;
• it does not constitute dismissal (revoca), but rather a statutory mechanism for early termination known to directors from the moment they accept the appointment;
• it is lawful unless abused, for example if used instrumentally to remove unwelcome directors.

More generally, the ruling confirms that the articles of association may regulate areas not rigidly reserved by the Civil Code to shareholder autonomy, as long as they comply with the general principles of the legal system.

“ Read the full article in italian.

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Liquidity planning and monitoring are essential to prevent corporate crises and insolvencies: the Board of Directors must adopt appropriate measures to ensure solvency, even in the absence of any imminent signs of crisis. However, the approach can differ between legal systems: what are the differences between Italy and Switzerland?

An interesting article is available in Ticino Management magazine, co-written by our Cristina Fussi and Stefania Merati together with Rocco Rigozzi and Andrea Ziswiler, partners at Bär & Karrer, which analyses directors’ responsibilities and duties in managing liquidity crises, with a detailed comparison between the two jurisdictions.

How much discretion do directors have, in a crisis situation, when deciding when to intervene and which measures to adopt?

Regarding the situation in Italy following the adoption of the new Business Crisis rules, Cristina Fussi explained:
“The ability of directors of Italian companies to determine at their own discretion whether the company is in a state of crisis, and whether it is time to adopt crisis-resolution tools (procedures), is curtailed by recently adopted legal provisions, which appear designed to limit the scope of the business judgement rule.”

By contrast, as Rocco Rigozzi and Andrea Ziswiler explain, in Switzerland the legislator did not impose new obligations in the recent revision of the Swiss Code of Obligations’ provisions on liquidity and insolvency, but instead formalised obligations already established by Swiss case law within the context of directors’ general duty of care. The Board of Directors has reasonable discretion in planning, monitoring and supervising corporate liquidity, and related decisions—if made through proper procedures—are generally not questioned by courts in hindsight.

“ Read the full article.

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Il Decreto Legislativo 231/2001 (“D.Lgs. 231/2001”) ha introdotto nell’Ordinamento la responsabilità amministrativa per le persone giuridiche, società e associazioni anche prive di personalità giuridica a fronte di reati posti in essere da soggetti apicali (amministratori, dirigenti) o da chi è sottoposto all’altrui direzione (dipendenti), a vantaggio dell’ente…

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The post EMERGENZA CORONAVIRUS: IMPATTI SULLA RESPONSABILITA’ DEGLI ENTI EX D.LGS. 231/2001 PARTE 2 appeared first on Studio Legale De Berti Jacchia Franchini Forlani.

Which are the most important news?

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The post DECREE LAW NO 23, 8 APRIL 2020 (MEASURES TO GUARANTEE THE CONTINUITY OF COMPANIES) appeared first on Studio Legale De Berti Jacchia Franchini Forlani.

Il Decreto Legge n. 23/2020 (“Misure urgenti in materia di accesso al credito e di adempimenti fiscali per le imprese, di poteri speciali nei settori strategici, nonché interventi in materia di salute e lavoro, di proroga di termini amministrativi e processuali”) è stato pubblicato ieri in Gazzetta Ufficiale ed entra in vigore oggi, 9 aprile 2020. Nel Decreto sono previste alcune misure per garantire la continuità delle aziende.

In particolare, segnaliamo di seguito una sintesi delle novità riguardanti la disciplina dell’insolvenza e le correlate norme di diritto societario…

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The post D. L. 8 APRILE 2020, N. 23 NOVITÀ CONCORSUALI E SOCIETARIE appeared first on Studio Legale De Berti Jacchia Franchini Forlani.

All’indomani della crisi sanitaria causata dall’epidemia di Covid-19 e delle conseguenti misure di lockdown, il Governo italiano si è trovato a dover adottare, tra le altre, le misure necessarie a conciliare l’esigenza di contenere la propagazione del virus con quella, altrettanto primaria, di garantire, nei limiti del possibile, il funzionamento della giustizia civile, penale, tributaria ed amministrativa sul territorio nazionale…

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