The Resolution Approving the Financial Statements and the Burden of Proof: Analysis of Judgment No. 10873 of 2024

Judgment No. 10873 of April 23, 2024, issued by the Court of Cassation, offers important clarifications regarding the challenge of resolutions approving financial statements. This topic is of particular relevance for capital companies, where shareholder meeting decisions can have a significant impact on governance and financial management. In particular, the Court has highlighted the distinction between challenges relating to the truthfulness of the financial statement items and those concerning compliance with the principle of clarity.

Burden of Proof in Challenging a Resolution

According to the ruling's maxim, a distinction is made between two types of challenges. When the truthful and correct representation of the recorded items is contested, the burden of proof falls on the party challenging the resolution. This means that the challenging party must demonstrate the falsity or incorrectness of the financial statement items in question.

• Falsity of financial statement items: necessity of concrete documentary evidence.
• Violation of the principle of clarity: production of the financial statements and attached documentation is sufficient.

This distinction is fundamental, as it determines the evidentiary burden that the challenging party must bear. The Court has clarified that, if the challenge concerns clarity, it is sufficient to present the financial statements themselves along with supporting documentation that can highlight any uncertainties or ambiguities.

Resolution approving financial statements - Challenge - Alleged defect - Burden of proof on the challenger - Content - Differences. In the context of challenging a resolution approving financial statements, where the truthful and correct representation of the recorded items is contested, the challenging party has the burden of proving, as a fact constituting the defect, their falsity and incorrectness, whereas if the violation of the principle of clarity is contested, it is sufficient to produce the financial statements themselves and the accompanying attached documentation in court, from which the non-compliance with this principle emerges.

Practical Implications of the Judgment

The practical implications of this judgment are manifold. First and foremost, for shareholders and stockholders of a company, it is crucial to understand how and when to challenge a financial statement approval resolution. Furthermore, companies must pay attention to the drafting of their financial statements, ensuring they are not only truthful but also clear and understandable. Financial transparency is a legal obligation and an essential requirement for maintaining the confidence of investors and the market.

Finally, it is worth remembering that case law on financial statements is constantly evolving. Other judgments, such as No. 21238 of 2021 and No. 3946 of 2018, provide further food for thought on the responsibilities of corporate bodies and the importance of proper financial information management.

Conclusions

In conclusion, judgment No. 10873 of 2024 by the Court of Cassation represents an important step in defining the evidentiary burdens in cases of challenging resolutions approving financial statements. Clarity in the drafting of financial statements and awareness of legal responsibilities are essential to ensure effective governance and to avoid conflicts between shareholders and directors. For lawyers and legal professionals, this is a topic that deserves continuous attention, both to protect the rights of their clients and to ensure compliance with current regulations.