Business Crisis: The Milan Court on Simplified Arrangements Without Creditor Approval

1. The fact

   The case stems from the application of new business crisis resolution procedures, specifically the simplified arrangement for asset liquidation. According to reports by Il Sole 24 Ore and the legal journals Diritto della Crisi and Giurisprudenza delle Imprese, several companies requested access to this mechanism following the failure of negotiations in the so-called Negotiated Crisis Composition. The procedural stage analyzed concerns the final approval (omologazione) issued by the Milan Court, Insolvency Section.\n\nIn several recent decrees, the court faced formal opposition from institutional creditors, including the Revenue Agency and various banks, who challenged the proposal's convenience or complained about being excluded from the vote. The peculiarity of the situation lies in the fact that, despite the explicit dissent of the majority of creditors, the judges proceeded with the approval of the plan, deeming the objective requirements set by the code to be satisfied.

2. 

   The rules at play

   The regulatory core is represented by Legislative Decree 14/2019, the Business Crisis and Insolvency Code (CCII).

   1. Art. 25-sexies CCII governs the simplified arrangement, a procedure that can only be activated after a negotiated composition conducted with fairness and good faith; its main feature is the absence of a creditor vote.
   2. Art. 25-septies CCII defines the approval procedure, establishing that the court must verify that the proposal does not cause prejudice to creditors compared to judicial liquidation.
   3. The function of these rules is to accelerate the closure of unviable businesses, ensuring creditors a minimum utility that is at least higher than or equal to that of a traditional bankruptcy, rewarding the entrepreneur who attempted negotiation with the discharge of residual debts.

3. What the case law says

   The stance expressed by the Milan Court clarifies that the legislator intentionally introduced a derogation from bankruptcy democracy. Case law of merit has specified that the judge's review should not concern the creditor's subjective will but must be based on an objective prognostic comparison. Simply put, if the creditor receives even a minimal amount from the simplified arrangement higher than what they would obtain from judicial liquidation, the opposition is groundless.\n\nThe judges ruled that the lack of a vote does not violate constitutional rights, as the right to defense is guaranteed by the possibility of filing an opposition during the approval phase. Furthermore, the independent expert's report takes on a decisive value: if the expert certifies that there are no better alternative solutions, the opposing creditor bears the burden of proof to demonstrate, via technical appraisal, that traditional bankruptcy would produce a higher distribution.

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8. What it teaches professionals

   1. The crucial importance of the expert's final report, which must be detailed and unassailable to act as a shield against oppositions.
   2. The need for timely documentation during the negotiated composition to demonstrate the entrepreneur's good faith.
   3. Strategically, for creditors, opposition must be supported by a private technical appraisal that numerically disproves the proposal's convenience, as simple political or subjective dissent is no longer sufficient.

References: Art. 25-sexies CCIIArt. 25-septies CCIID.Lgs. 14/2019

Editorial oversight: Avv. Federico Papa·ICAMUpdated 1 September 2026Content drafted with AI support and subject to editorial source checks. Despite these controls, inaccuracies may remain: reports and rectification requests are welcome. Report a correction