Vendita del controllo e false friends (warranties, indemnities, indennizzi e manleve; art. 1229 c.c., art. 1337 c.c.).

Abstract This article examines the sale of corporate control under Italian law, focusing on representations and warranties (R&W) and indemnities in Share Purchase Agreements (SPAs). Indemnity refers to the obligation to pay for breaches of warranty, governed by clauses such as notice requirements and limitation periods. The analogy between R&W/indemnities and insurance contracts is rejected. Payments triggered by breach of reputation-related warranties, like anti-corruption, may resemble penalties not linked to actual damages; courts can reduce disproportionate amounts under Article 1384 of the Civil Code. Liability caps are common but typically excluded in cases of fraud or gross negligence. Where exclusions are missing, Article 1229 applies by analogy, disallowing protection for deliberate misrepresentation. This aligns with the good-faith requirement in Article 1337. Caps on R&W are valid when warranties act as independent guarantees, but void where the seller acts in bad faith. Indemnities generally remain outside Article 1229 unless linked to misrepresented facts covered by R&W.