The case, explained
The Third Corrective to the Insolvency Code: New Rules on Tax Cram-down and Crisis Management
6 min read · Updated September 2026 · Editorial oversight: Avv. Federico Papa
With the publication of Legislative Decree 125/2024, the so-called Third Corrective introduces new measures aimed at fostering the recovery of distressed businesses. According to press reports, the reform introduced structural changes to the Insolvency and Business Crisis Code (CCII) to align national law with European directives and resolve application doubts from its early years. While other recent measures, such as the correctives to civil and criminal procedure, focused on trial efficiency, this decree deeply affected the substantive law of corporate restructuring.\n\nThe following analysis reconstructs the regulatory evolution starting from the key points of the reform: the simplification of access to Negotiated Crisis Settlement and the new tax cram-down rules. Through our usual twin case, we will see how the new numerical parameters introduced by the legislator have transformed business asset defense strategies and relationships with institutional creditors, ensuring greater legal certainty compared to the period of jurisprudential uncertainty preceding the corrective.
In brief
The article analyzes the innovations of the Third Corrective (D.Lgs. 125/2024) to the Insolvency Code, focusing on tax cram-down and the simplification of Negotiated Settlement. It examines the new 60% threshold for overriding the Tax Authority's veto and the protection of business continuity, distinguishing this measure from the 2024 civil and criminal procedural reforms.
The fact
The path of the Third Corrective marked a fundamental milestone for Italian bankruptcy law. According to reports by Il Sole 24 Ore, the measure was enacted to correct distortions that emerged in the first two years of CCII application, particularly regarding the rigidity of relations with the Tax Agency. The matter has now reached full regulatory force and consolidated application by courts of merit. National news outlets, such as Altalex, highlighted how the reform responded to the need for greater flexibility in negotiations, reducing documentary burdens for companies attempting the negotiated settlement route.
The laws at stake
The core of the reform lies in the modification of Articles 63 and 88 of the Insolvency Code.
- Article 63 CCII governs the tax transaction and introduces the possibility for the court to approve the agreement even without the tax administration's consent (so-called cram-down), provided that the tax debt is greater than 60% of the total debt or that strict satisfaction thresholds are met.
- Article 25-bis simplifies the documentation required for access to Negotiated Settlement, reducing the number of balance sheets and reports needed to start the process with the expert.
- New rules on shareholder participation limit the veto power of minority shareholders in capital increase operations necessary for recovery.
What the case law says
The higher courts have progressively clarified that the cram-down mechanism is not automatic, but requires a rigorous assessment of the proposal's convenience compared to the judicial liquidation alternative. Consolidated guidelines emphasize that the judge must ascertain the truthfulness of corporate data and the feasibility of the plan, verifying that the Tax Authority's dissent is indeed unjustified and harmful to the principle of business continuity. Before the corrective, merit courts wavered on the interpretation of minimum thresholds; today, case law applies the parameters of Legislative Decree 125/2024 as binding admissibility criteria for forced approval.
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What it teaches professionals
Insolvency management post-2024 requires new strategic skills.
- Constantly monitor the composition of liabilities to promptly verify if the 60% threshold for cram-down is met.
- Use Negotiated Settlement as a privileged dialogue tool, taking advantage of the reduction in documentary burdens to speed up recovery times.
- Prepare the documentation on convenience compared to liquidation with extreme rigor, as it represents the only true shield against the dissent of institutional creditors.
References: D.Lgs. 13 settembre 2024, n. 125D.Lgs. 12 gennaio 2019, n. 14 (Codice della Crisi d'Impresa)Art. 63 CCIIArt. 88 CCIIArt. 25-bis CCII
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Frequently asked questions
What happens if the tax debt is less than 60%?
A cram-down is still possible but requires stricter requirements, such as a minimum satisfaction of the tax claim of at least 25% and rigorous proof of greater convenience compared to liquidation.
Is negotiated settlement mandatory before an arrangement with creditors?
It is not mandatory, but the Third Corrective strongly encourages its use by simplifying procedures and offering regulatory benefits to those who attempt this route beforehand.
Can the Court reduce penalties and interest?
Yes, within a restructuring agreement approved with cram-down, the plan can provide for the write-off of penalties and interest, as long as the proposal is overall more advantageous for the Tax Authority.
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