Trasformazioni transnazionali di società in crisi: quali tutele per i creditori?

The entry into force of Legislative Decree No. 19/2023 finalized the implementation of EU Dir. No. 2121 of Nov. 27th, 2019 on cross-border conversions, mergers and divisions of limited liability companies incorporated in accordance with the Law of a Member State and having their registered office, central administration or main place of business within the Union. The Italian legislature chose to go beyond the Union’s purpose, which is why today most of the Directive rules not only apply to other business organizations but have largelybeenusedas a modelfor regulating mobility to and from EU non-member States. The new legal provisions take care of safeguarding of a wide range of interests but involve many complex issues. The essay analizes, in the context of a concise reconstruction of the Directive’s aims, several aspects related to the protection of creditors’ interests and focuses on potential dangers that relocation of companies to other jurisdictions may pose in terms of change in the applicable legal framework. The investigation, as the topic is approached from the perspective of seekingan acceptable balancebetweenthe organizationalfreedom ofcompanies(and their controlling shareholders) and the rights of creditors, necessarily straddles the line between Italian company law and cross-border insolvency regulations.