Responsabilità degli amministratori e patti di manleva

The article deals with the issue of "indemnity agreements" in the context of “Sale & Purchase Agreements”. Having outlined the structural and functional differences between the institute being treated and the other schemes of guarantee contained in the Civil Code (insurance contract, “assumption of others debt”, personal guarantee), the analysis investigates the worthwhileness of the pact as an accessory instrument of economic rebalancing in asset attributions of a wider negotiation. In the overall structure of "Sale & Purchase Agreement", the indemnity agreements facilitate management turnover and avoid a duplication of advantages in favor of the transferee (R&W), without breaking mandatory rules on the liability of the directors. The theoretical analysis is based on the jurisprudential guide-line which offers the starting point for tackling the possible pathologies of the indemnity pact with reference to the determination of the object, to the definition of a cap (in application of art. 1938 of the Civil Code), as well as to the extension of the coverage to facts committed with intent or gross negligence of the indemnity guaranteed.