Le supersocietà di fatto: tra giustizia e certezza del diritto

The paper focuses on the so called «super-corporations» (supersocietà di fatto) doctrine, developed by the Italian Supreme Court in a number of rulings (as of 2016). Despite having been partially endorsed by a recent reform (the Italian insolvency code, enacted in 2019), this doctrine is strongly opposed by most scholars. Drawing a parallel between Italian «super-corporations» and «piercing of the corporate veil» in common law, both try to disregard – through different paths – limited liability of corporations, resulting in personal liability of shareholders. From an empirical analysis (2016-2023, updated until July), herein carried out, it emerges a relatively extensive use of «super-corporations» by Italian Courts. Even though animated by the deserving goal of pursuing justice (remedying to abuses of corporate form), such doctrine may lead to legal uncertainty (discouraging entrepreneurs to setting-up corporations). Therefore, the paper argues that it should be abandoned or, at least, applied more strictly. Instead, generally, abuses of corporate form should be dealt with by means of another remedy: i.e. the rules governing corporate groups (art. 2497 and ff. of the Italian civil code). The latter enable, indeed, to find a more harmonious balance between the two interests at stake: justice and legal certainty