Italian Supreme Court allows foreign-seated arbitration for Italian companies

The Italian Supreme Court of Cassation has ruled that the articles of association of an Italian-law company may validly provide for foreign-seated arbitration of corporate disputes. In Judgment No. 8911/2025, involving a dispute between Ferruccio Rossi and Ferretti S. p. A., the Court addressed a complex question regarding the intersection of corporate law and international arbitration.

The Court determined that while a clause may select a foreign seat, it must still adhere to the substantive requirements of the law governing the company, known as the ‘lex societatis’. Specifically, under Legislative Decree No. 5/2003, all arbitrators must be appointed by a person or institution external to the company to avoid the clause being declared null.

Once these substantive requirements are met, the procedural rules of the foreign seat (the ‘lex arbitri’) may apply, provided they respect the safeguards for recognizing and enforcing foreign awards established by the New York Convention. This ruling provides a conflict-of-laws framework that distinguishes mandatory corporate-law features from the procedural rules of an arbitral seat.