Skip to main content

Clifford Chance

Clifford Chance
Briefings

Briefings

Streamlining the reports and documents needed for mergers and de-mergers

4 September 2012

On 7 June 2012, the Council of Ministers approved legislative decree No. 123 of  22 June 2012, which streamlines the reporting obligations in the context of corporate mergers and de-mergers, implementing Directive 2009/109/CE that amends Directives 77/91/CEE, 78/855/CEE, 82/891/CEE and 2005/56/CE. The Decree was published in the Italian Official Gazette No. 180 of 3 August 2012 and entered into force on 18 August 2012, i.e., fifteen days after publication.

The Decree allows (i) a company to publish the merger or de-merger project on its  website, as an alternative to depositing it with the register of companies; (ii) a company to publish the documents relating to the merger or de-merger on its website as an alternative to depositing them at its registered office; (iii) a company, subject to unanimous approval of the shareholders, to waive preparation of the ad-hoc statements of assets and liabilities of the companies involved in the merger and of the reports of the respective management bodies; (iv) a company listed on a regulated market to use its interim six-month report, rather than the ad-hoc statements of assets and liabilities; and (v) for a merger by absorption of a company owned for at least 90% or for proportional de-mergers, an exemption from the obligation to  prepare the ad-hoc statements of assets and liabilities and the report of the management body.

Download PDF