The Giustificatezza Requirement: Executive Dismissal for Italy’s Unique Standard

A Standard Built in the Space the Legislator Left Open

When the Italian legislator enacted the foundational 1966 regime of protection against individual dismissal (Law no. 604/1966), it made a deliberate choice: the dirigente (executive) was excluded from the statute’s reach. The same exclusion carried forward into the 2015 Jobs Act reform, which governs workers hired on or after 7 March 2015 but does not extend its ordinary unjustified-dismissal protections to executives. What remains, for the dirigente, is not an absence of protection but a different kind of protection, built on different foundations and operating against a different standard.

That standard is giustificatezza (contractual justification), and it is the subject of this article. It sits outside the giusta causa (just cause) / giustificato motivo (justified reason) framework that governs the lawful dismissal of most other workers. It is lower than the threshold for giusta causa, but it is not an absence of threshold. It requires the employer to point to identifiable, non-arbitrary, non-discriminatory, and non-pretextual circumstances that have genuinely compromised the fiduciary bond on which the executive mandate rests. It has been developed through decades of Corte di Cassazione (Court of Cassation) rulings and was reaffirmed in ordinance no. 26609/2025, issued on 2 October 2025, which is discussed below.

One immediate clarification. The statutory exclusion does not mean that executives have no reintegratory remedy under any circumstance. Article 18 of the Workers’ Statute applies to executives where a dismissal is null, discriminatory, or retaliatory, independent of company size. These residual protections are addressed later in the article. The exclusion from the ordinary regime applies only to dismissal that is merely “unjustified”; it does not remove the protections available to every worker against dismissals that are unlawful in a qualitatively different sense, such as a dismissal motivated by race, union activity, or retaliation for a worker’s lawful assertion of their rights.

The Contractual Foundation

Giustificatezza is not a statutory concept. No provision of the Civil Code or of primary legislation defines it. It is a creature of collective bargaining, developed within the CCNL Dirigenti (the National Collective Labor Agreement applicable to executives) and given operational content by the case law.

Two principal sectoral CCNL govern the majority of executive relationships. The CCNL Dirigenti Industria is negotiated between Confindustria and Federmanager and covers executives in the industrial sector. The CCNL Dirigenti Commercio is negotiated between Confcommercio and Manageritalia and covers the commercial, transport, and services sectors. Both require that dismissal be giustificato and provide for a contractual severance payment, the indennità supplementare (supplementary indemnity), as the consequence where that standard is not met. The parameters of that indemnity vary by CCNL, by length of service, and by age. They operate as a purely economic remedy: no reinstatement follows.

This matters structurally. Because giustificatezza lives in the CCNL and acquires its operational meaning through Cassazione interpretation, the analysis of any dismissal is always a combined exercise. The applicable CCNL sets the contractual standard, and the case law gives that standard its content. Neither element can be assessed in isolation.

What the Corte di Cassazione Requires

The Cassazione has returned to the meaning of giustificatezza repeatedly across the last two decades. The line of authority is consistent. Its most recent consolidation came in ordinance no. 26609/2025, cited above. The relevant ordering principles can be drawn together as follows.

Giustificatezza does not require that dismissal be a last resort. For the general workforce, giusta causa under Article 2119 of the Civil Code requires conduct of such gravity that continuation of the employment relationship, even temporarily, becomes impossible. This doctrine is often described by Italian courts as the extrema ratio (last resort) principle. Giustificatezza is different. The Cassazione has held that, for the dirigente, dismissal can follow from any breach capable of compromising the reliability and trust the employer places in the executive. The threshold is lower, but the lowered threshold is a function of the executive’s role, not a general relaxation of protection.

The assessment is global, not analytical. This is the principle reaffirmed in ordinance no. 26609/2025, and it is the point that distinguishes giustificatezza most sharply from giusta causa. Whether the executive’s conduct amounted to a specific, itemizable breach is not the question. The question is whether, viewed as a whole, the circumstances relied on by the employer were capable of compromising the fiduciary bond. An analytical verification of specific conditions is not required; what is required is an overall evaluation that excludes arbitrariness.

Non-arbitrariness is the outer boundary. Giustificatezza does not permit dismissal on grounds that are pretextual, discriminatory, retaliatory, or constructed after the fact to justify a pre-existing intention to remove the executive. Arbitrariness is the negative condition that circumscribes the standard: where the circumstances invoked are not capable, when honestly assessed, of compromising the trust relationship, giustificatezza fails. This is the point at which the standard connects with the Civil Code’s general principles of fairness and good faith. Those principles operate throughout the assessment, conditioning how the employer must exercise its power and how a court must review that exercise.

Intensified fiduciary duty justifies a broader range of triggering conduct. The Cassazione has explained that the breadth of powers conferred on the executive corresponds to the intensity of the fiduciary bond, and that intensity in turn broadens the range of conduct capable of disturbing it. Even inadequacy measured against reasonably identifiable expectations, or a significant deviation from the employer’s strategic direction, can in principle meet the standard. What compromises the fiduciary bond of a general manager with sweeping discretionary authority is not necessarily what compromises that of an executive holding a more limited role.

The Three Legal Regimes Compared

The table is a simplification and is intended only as an orientation aid. The actual legal analysis of any dismissal is fact-specific.

Applying the Standard in Practice

The decisions that have come before the Cassazione over the past two decades illustrate how the standard operates across different fact patterns. What follows are the categories that recur in the case law, with the observations the courts have tended to make about them. These describe dynamics that have emerged in the jurisprudence; they are not legal predictions applicable to any individual case.

Disciplinary conduct that falls short of giusta causa. This is the paradigmatic fact pattern, and the one underlying ordinance no. 26609/2025. A senior executive’s oversight failures in the preparation of a significant project may not rise to the gravity required to terminate without notice under the extrema ratio standard of giusta causa, where the outcome depended on multiple factors and the involvement of others. It can nevertheless meet the giustificatezza standard, where the conduct, viewed as a whole, compromises the trust the employer was entitled to place in the executive’s capacity to carry out the role.

Management failures, supervision lapses, and results-based dismissals. Where an executive holds significant coordinating authority, the Cassazione has accepted that the failure to exercise that authority (rather than any direct wrongful act) can amount to giustificatezza. An executive’s responsibility is not limited to personal conduct; it extends to the obligation to supervise, coordinate, and direct the work of others in a manner consistent with the role. An executive who holds formal authority but does not exercise it, with adverse consequences for the enterprise, may be found to have compromised the fiduciary bond even absent personal fault in the narrow sense.

Organizational restructuring. Giustificatezza can also support dismissal in the context of genuine organizational reorganization. The Cassazione has accepted that the suppression of an executive position and the subsequent redistribution of duties to more junior personnel, even if hired some months later, can amount to giustificatezza where the underlying restructuring is real. The critical qualifier is that the restructuring must be genuine. Where the organizational justification is pretextual, constructed around a decision already taken to remove the executive, the standard fails.

What the standard does not accommodate. The case law draws a firm line against dismissals grounded in the employer’s own prior unlawful conduct. Where an executive has been subjected to demansionamento (professional dequalification), in violation of Article 2103 of the Civil Code, and the employer then invokes the resulting organizational position as justification for dismissal, the courts have refused to give effect to that reasoning. The principle is familiar in the Italian civil law tradition: a party cannot derive advantage from its own unlawful conduct to the detriment of the other.

The same logic applies where the employer has, through documented acts of recognition (bonuses awarded, delegations extended, evaluations made), treated the executive as performing satisfactorily in the very period later characterized as evidence of breakdown. Fairness and good faith under the Civil Code operate here as a substantive constraint on the employer’s ability to invoke contradictory positions.

A hypothetical may help illustrate. Suppose an executive is promoted during a given year, with the scope of their role expanded and a performance bonus awarded at year’s end. The following year, new ownership seeks to dismiss the executive by pointing to the same earlier period, now characterized as evidence of underperformance. The employer cannot fairly hold the executive to a standard that was not in scope at the time, and cannot recast as failure a period the employer itself rewarded.

What the case law suggests is that the employer’s own prior conduct, when inconsistent with the position later taken, is not a neutral background fact. It becomes part of the assessment of whether the invocation of a compromised fiduciary bond is legitimate or pretextual.

These patterns provide a framework. They are not a substitute for case-specific legal assessment.

Consequences Where the Standard Is Not Met

Where a dismissal fails the giustificatezza standard, the consequence under the CCNL Dirigenti is payment of the indennità supplementare (supplementary indemnity) by the employer. The remedy is economic rather than reintegratory; it does not produce reinstatement. The parameters of the indemnity vary by CCNL and depend primarily on length of service, with both a floor and a ceiling expressed in months of pay. These parameters are subject to periodic renewal of the CCNL and should be verified against the current text of the agreement applicable to the specific executive before any calculation is relied upon.

This economic remedy is the ordinary consequence of unjustified dismissal of a dirigente. It is not, however, the full range of remedies available. Certain categories of unlawful dismissal produce different and substantially stronger consequences, addressed in the next section.

The Residual Protections Dirigenti Retain

The exclusion from the ordinary regime applies to dismissals that are merely unjustified. It does not extend to dismissals that are null, discriminatory, or retaliatory. In those cases, the executive is protected by Article 18 of the Workers’ Statute, with the full reintegratory remedy that provision carries, independent of company size.

Discriminatory dismissal. Italian law expressly extends Article 18 reintegratory protection to executives where the dismissal is determined by discriminatory grounds, including political belief, religious faith, race, language, sex, union membership, and participation in trade union activity or in a strike. Where a dismissal is established to rest on any such ground, it is null; the dimensional thresholds of the ordinary Article 18 regime do not apply; and reinstatement is the remedy.

Retaliatory dismissal. The doctrine of licenziamento ritorsivo (retaliatory dismissal) renders null a dismissal issued in response to a legitimate act of the worker (a complaint, a legal action, an assertion of rights), where the retaliatory motive is the sole and determinative reason for the employer’s decision. The burden of proof rests on the worker and can be discharged through presumptive evidence, but the standard is demanding: the case law requires both that the formal reason advanced be shown to be merely apparent and that the retaliatory motive be the exclusive determinative cause. Where that showing is made, the consequence is nullity and reinstatement.

Null dismissal. Beyond the discriminatory and retaliatory categories, Italian law recognizes a range of nullity grounds: dismissal in breach of statutory prohibitions protecting marriage, maternity and paternity; dismissal communicated orally (statutorily without effect); dismissal in breach of other express statutory nullity provisions. Each of these, where established, produces the reintegratory remedy under Article 18, and applies to dirigenti.

The practical significance of these residual protections is considerable: reinstatement, with payment of salary from the date of dismissal to the date of reinstatement and restoration of contributions, is a substantively different outcome from a capped economic indemnity. That said, the availability of reinstatement does not always translate into a desire to return. Many executives whose dismissal was discriminatory, retaliatory, or grounded in circumstances so arbitrary or opaque that the employer’s bad faith is manifest have no practical interest in resuming the relationship.

In those cases, the existence of the reintegratory remedy is not an end in itself; it is the legal foundation on which a negotiated exit, reflecting the seriousness of the employer’s conduct, can be structured. Whether a given set of facts falls within one of these categories, and whether the executive’s interest is in reinstatement or in the leverage it provides, is a matter for case-specific assessment.

Perspective

Giustificatezza is a standard that rewards careful analysis and penalizes formulaic treatment. It is lower than giusta causa but it is not a permission slip. It accepts the executive’s elevated exposure to dismissal as a function of the role but insists that the exposure be non-arbitrary, grounded in identifiable circumstances, and consistent with the employer’s own prior conduct. It sits within a broader architecture that preserves, at the outer edge, the full reintegratory protection of Article 18 for dismissals that are null, discriminatory, or retaliatory.

For the executive, this means that an assessment of exposure requires attention to the specific CCNL applicable, the documentary record of the employment relationship, and the conduct of the employer in the period preceding dismissal. For the employer, it means that a compliant dismissal is not one that can be justified only in the moment of severance; it must be consistent with the treatment of the executive across the preceding period and supported by circumstances that a court, on review, will recognize as capable of compromising the fiduciary bond.

At AdvaLux we work with executives and with the companies that employ them across the full lifecycle of the executive relationship, from contract structuring to severance. If the questions raised in this article are relevant to a situation you are facing, we would be pleased to assist.

By Janiya Fonseca Ocampo