A recent ruling by the Tribunal of Ravenna (June 26, 2025) has introduced an innovative interpretation regarding workers’ right—or lack thereof—to oppose the transfer of a business unit.
Indeed, the Court held that the objection raised by over 110 employees involved in the transfer of a business unit prevents the recognition of a legitimate transfer. Consequently, it ordered the reinstatement of the employment relationship with the transferring company, without interruption.
The Case at Hand
In the case examined, the employment contracts of 116 bank employees were transferred to another company in the context of a business unit transfer under Article 2112 of the Italian Civil Code.
However, the majority of the employees objected, arguing that the transfer actually concealed a plan to reduce the workforce.
As a result, the employees filed a claim before the Court seeking the annulment of the transfer and the re-establishment of their original employment contracts.
The Workers' Right to Refuse Under European Law and Case Law
Faced with the workers’ opposition, the Court interpreted Article 2112 of the Italian Civil Code in light of EU law.
Indeed, Directive 2001/23/EC would allow the transferred employee to refuse the transfer of their employment contract, in line with the case law of the Court of Justice of the EU (CJEU, Katsikas, joined cases C-132/91, C-138/91 and C-139/91).
To reason otherwise would result in a violation of fundamental workers’ rights, as every employee must be free to choose their employer and cannot be forced to work for a company they have not voluntarily selected.
Additionally, the judge found that the transferred business units were non-existent, as they were essentially made up only of assigned personnel and basic office equipment and computers. As such, there was no functional autonomy, in violation of Article 2112 of the Civil Code.
The Court aligned itself with a strict interpretation (see Cass. 11431/2025; Cass. 1316/2017), which maintains that a “labor-intensive” business unit, made up solely or predominantly of staff, cannot be considered a true business unit. In these cases, where effective autonomy is lacking, case law refers to a “lightweight business unit.”
The So-Called "Lightweight Business Unit"
This part of the ruling, however, appears flawed and debatable.
According to Article 2112 of the Italian Civil Code (and the case law cited in the judgment, Cass. 21711/2012), the unit must exist in its entirety, meaning it must have functional and organizational autonomy. If so, the transfer occurs automatically, and no employee consent is required under Italian law.
However, if a genuine business unit does not exist, then Article 2112 does not apply. Instead, Article 1406 of the Civil Code governs, meaning individual contractual transfers are taking place—and thus the employee’s consent is unquestionably required.
Tertium non datur—there is no third option.
Moreover, while Article 2112 does not explicitly grant employees the right to oppose a business unit transfer, it does provide a remedy: the employee may resign within three months of the transfer if their working conditions have changed, under Article 2112, paragraph 4.
Italian case law has also repeatedly affirmed that individual employees cannot oppose the transfer, given the mandatory nature of Article 2112 and the fact that transfers involving more than 15 employees result from a collective procedure (under Article 47 of Law No. 428/1990), which involves trade unions, not individual workers.
What Companies Should Do
As noted, this judgment is questionable and seems to introduce a departure from Article 2112 that is not supported by either Italian or European legislation.
Nevertheless, it sets a precedent that recognizes an actual right to oppose the transfer of an employment relationship.
The annulment of a business unit transfer can have serious financial and employment consequences, making preventive strategies essential.
For example, it is critical to accurately map the structure and autonomy of the business unit before any transaction and companies should simulate legal scenarios in advance, anticipating risks and preparing alternative plans.
The risk is not only legal disputes, but also the forced reinstatement of employees and associated compensation liabilities.
The firm is available to assist.
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