Thanks to Alice Aloia for collaborating on this article
The Italian Court of Cassation has issued a decision[1] stating that the transfer of shares for the symbolic price of 1 euro is valid and is not lacking “causa” (one of the essential requirements of a sale agreement) if it is part of additional financial obligations between the parties with the aim of addressing insolvency risks.
These circumstances effectively create a reciprocal binding contract (i.e., a synallagmatic contractual relationship) that underlies the transfer.
This decision is based largely on the contractual freedom of the parties, a core principle of our legal system, as stated by previous case law in line with this ruling.[2]
In other words, giving a superficial and symbolic price devoid of value can nullify the transfer due to the lack of a fundamental requirement: contractual purpose.
Conversely, stipulating a price significantly lower than the market value of the shares, yet not entirely devoid of value, raises issues of adequacy and reciprocity of performance and pertains to interpretation of the parties’ intentions.
Therefore, the Court of Cassation approved this transfer on the sole condition that a financial consideration be identified.
[1] On December 21, 2023, No. 35685.
[2] Court of Cassation, April 19, 2013, no. 9640; Court of Cassation, November 4, 2015, no. 22567.
