Press Room

By order no. 7530 of 15 March 2023, the Court of Cassation ruled that in the case of the sale of a shareholding, where the payment of part of the consideration is accompanied, for the purpose of paying the residual price, by the assumption by the purchaser of the obligation to make a loan to the company being sold, with the agreement that the incoming shareholder shall take steps to ensure that the latter pays the relevant amount to the selling shareholders, in order to indemnify them for the disbursements previously made in favour of the company by way of capital increase payments, such ascertained nature (of capital increase payments and not of financing) of the alienating shareholders' original payments to the company does not render void, per se, for breach of Art. 2423 of the Civil Code or by reason of alleged repayment of risk capital, the clause that the assumption of that obligation provides for.