La finanza nella crisi reversibile di impresa

[Autom. eng. transl.] The process for the definition of the Business Crisis and Insolvency Code (hereinafter also referred to as "CCI") has reached its conclusion, even if further refinements are still underway. In any case, the new law on crisis law came into force on 15 July 2022. The original text of the law introduced with Legislative Decree no. 14 of 12 January 2019 was first modified and integrated by Legislative Decree no. 147 of 26 October 2020 and, subsequently, by Legislative Decree no. 83 of 17 June 2022 (implementing EU Directive no. 1023 of 20 June 2019, the so-called «Insolvency Directive»). The process that led to configuring the CCI in the current version made several refinements, as well as some corrections, to the rule initially contained in Legislative Decree no. 14/2019 and, in particular, introduced two institutions originally not foreseen in the first version of the CCI: this is the «Negotiated Composition for the solution of the business crisis» (later also referred to as “CNC”) and the «Restructuring plan subject to approval» (hereinafter also referred to as “PRO”). In this regard, it should also be remembered that the CNC has replaced the alert procedures within the CCI, which have essentially been removed from the regulatory body. Furthermore, the CNC, constituting one of the main innovations compared to the original text of the CCI contained in Legislative Decree no. 14 of 12 January 2019 is still subject to a refinement process. Indeed, before Law no. 122 of 4 August 2022 and, subsequently, Legislative Decree no. 13 of 24 February 2023 made some functional changes to facilitate its concrete application. It should not be forgotten that there were some aspects of an organizational nature, such as, above all, those inherent in the formation of the list of CNC experts and the register of those in charge of management and control in the procedures (ex art. 356 CCI et seq.) who presented different profiles of industriousness. In particular, the register has recently been "populated" and the first list of these experts has been available since the beginning of April 2023. The CCI thus explicitly considers some specialized professional figures in the field of debt restructuring both in and out of court, taking into account both a continuity and liquidation perspective of the company in crisis. But the consultants of the company or group of companies in crisis that intend to restructure their debt must also be equipped with suitable "financial culture" and preparation on the topics considered in the CCI. And the "independent professional", defined in the art., must also be considered. 2 CCI, as a subject "appointed by the debtor as part of one of the crisis and insolvency regulation instruments", which deals with the "certification of the truthfulness of the company data and the feasibility of the restructuring plan" prepared by the company or by the Group in crisis. It should also be remembered that the CCI, in particular in art. 3, requires corporate bodies of companies to possess the necessary knowledge to deal with a corporate crisis. Indeed, the art. 3, co. 2°, of the CCI, recalling the art. 2086 of the Civil Code, specifies that the organisational, administrative and accounting structure of a company must be functional "for the timely detection of the state of crisis and the assumption of suitable initiatives". For the members of the corporate bodies, this circumstance requires knowledge of the characteristics through which the business crisis manifests itself or could manifest itself, as well as what information is necessary and sufficient to evaluate the economic viability of the company as a whole and in its various business profiles. analysis, with the aim, among other things, of re-matches