The "kissed" operations carried out by Popular Bank of Vicenza, or the practice according to which a bank finances its customers to acquire shares of the bank itself, are void and customers are therefore freed from any debt. he decided it, after about three years of trial, the Court of Venice, Section Specialized in Business Matters, expressing its opinion on a dispute brought by a shareholder of Pop Vicenza, on the nullity of the so-called "kissed" transactions.
According to magistrates Lina Tosi, Alessandra Ramon and Lisa Torresan, these operations are contrary to the prohibition contained in the Civil Code, art. 2358, to finance purchases of shares in joint stock companies. The Court also clarified that this prohibition also extends to cooperative companies, and this detail is important because such was Popolare di Vicenza at the material time, and in particular to cooperative banks.
In the specific case it was a placement of treasury shares of the bank, with connected loan for approximately 1,4 million euro. The connection between the loan and the purchase of shares was considered proven given the proximity in time between the two transactions and also given the confirmation of the instrumentality of the loan by the bank officials in the testimony.
The consequence of nullity is the release of the shareholder from the obligation to repay the amounts used to buy the shares. This is a fundamental precedent in the delicate affair of the Veneto banks, which it is hoped will pave the way for a definitive uniform solution of the operations kissed by the compulsory administrative liquidation procedure.
The Court also incidentally questions the validity of the loans for the purchase of the bank's convertible bonds (specifically for those bonds issued during the 2013 capital increase). Even these operations could be without a worthy cause and, therefore, void, as well as the purchases of shares.
