INTRANET
Copyright 2020 - Quorum Studio Legale e Tributario Associato - Credits

With regards to asymmetrical partial splitting, an extensive or similar interpretation of the unanimous consent of the members in relation to other forms of splitting is not admissible

Court of Milan, 21 September 2020. Est. Crugnola

date: 27.10.2020
Area: Corporate, M&A

Article 2506, paragraph 2 of the Italian Civil Code regulates a form of demerger that requires the unanimous consent of the shareholders and is carried out partially with the particular characteristics that only some shareholders are assigned shares or quotas of the original company, but not shares or quotas of the beneficiary company or companies. In this sense, we speak of asymmetrical demerger. In its ruling, the Court of Milan ruled that this provision cannot be interpreted extensively or in the same way with reference to other types of demerger – i.e. partial non-asymmetric or total – since the rationale of the provision contained in Article 2506 of the Civil Code is to avoid the risk of an asymmetric distribution of latent assets and liabilities of the demerged company.

With regards to asymmetrical partial splitting, an extensive or similar interpretation of the unanimous consent of the members in relation to other forms of splitting is not admissible

Court of Milan, 21 September 2020. Est. Crugnola

date: 27.10.2020
Area: Corporate, M&A

Article 2506, paragraph 2 of the Italian Civil Code regulates a form of demerger that requires the unanimous consent of the shareholders and is carried out partially with the particular characteristics that only some shareholders are assigned shares or quotas of the original company, but not shares or quotas of the beneficiary company or companies. In this sense, we speak of asymmetrical demerger. In its ruling, the Court of Milan ruled that this provision cannot be interpreted extensively or in the same way with reference to other types of demerger – i.e. partial non-asymmetric or total – since the rationale of the provision contained in Article 2506 of the Civil Code is to avoid the risk of an asymmetric distribution of latent assets and liabilities of the demerged company.