1) Ministry of Justice: operational instructions on the negotiated composition of crisis (composizione negoziata della crisi) published

On 31 May 2026, the Ministry of Justice published the ministerial decree of 23 April 2026, updating the previous decree of March 2023 on the negotiated composition of crisis. The measure incorporates the sectoral developments and adjusts the operational framework to the current regulatory framework.

In particular, the decree updates the contents of the digital platform, the procedure for carrying out the practical test for assessing the reasonable feasibility of the restructuring (understood as a prognostic and not diagnostic tool), as well as the detailed checklist for the drafting of the restructuring plan and for the analysis of its consistency. The latter incorporates best practices for the drafting of business plans and should not therefore be construed as expressing absolute prescriptions.

Furthermore, the decree updates the protocol for the conduct of the negotiated composition, redefining the duties of the expert with regard to independence, the management of negotiations and the drafting of the final report. Also these provisions are to be regarded as best practices rather than absolute prescriptions. Finally, guidelines for the specific training of experts are introduced.

2) Italian Supreme Court: on corporate merger and the prohibition of set-off in bankruptcy proceedings

By judgment No. 15804/2026, published on 22 May 2026, the Italian Supreme Court ruled on the set-off of claims in bankruptcy proceedings in the context of corporate mergers.

In particular, the Supreme Court laid down the principle of law according to which a corporate merger, although entailing a universal succession, is configured at law as a voluntary act entered into between parties still existing at that time. Being an inter vivos transaction, it remains fully subject to the time limits established by Article 56, paragraph 2, of the Bankruptcy Law. As a consequence, ”if one of the companies participating in the merger, already a debtor of the entrepreneur subsequently declared insolvent, acquires, by virtue of a merger deed entered into in the year preceding the bankruptcy or thereafter, a claim – already belonging to another company participating in the merger – against the debtor subsequently declared insolvent, it cannot lawfully invoke the set-off between such claim and its debt towards the latter”.

Furthermore, the Court also confirmed that, where admission to composition with creditors (concordato preventivo) is followed by the declaration of bankruptcy, the bankruptcy judgment constitutes the final act of the proceedings, there being no relevance, by contrast, in the abandonment (at a regulatory level) of the automatic nature of that declaration, where it subsequently arises that the state of financial distress on the basis of which admission to composition with creditors had been obtained coincided with the state of insolvency. In that case, “the effect of the judgment declaring bankruptcy […] must be […] backdated to the date of filing of the said application”.

To access the decision, click here.