Merger do not mean companies cease to exist,Milan Court says

The Court of Milan with a judgment dated January 21, 2015 stated that a merger between two or more companies does not constitute a legal succession but could constitute a modification affecting the structure of the companies.

In accordance with the Supreme Court decisions nos. 2637 of 2006 and 10653 of 2010, the Court of Milan stated that “the full extent of a merger or incorporation is a modification of the deed of incorporation of the companies participating in the operation, in order to allow the continuation of corporate relationships in the new structure decided by the shareholders”.

Art. 2540-bis of the Italian Civil Code provides that “the company that results from the merger or the incorporating company accept the rights and obligations of the companies participating in the merger, continuing with all the legal relationships existing previous to the merger, even related to legal proceedings,”.

According to the Court, the use of the verb “to continue” means that in the unified company there is a continuation of the previous legal relationships and not the birth of a new company different from those participating to the merger.

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Studio Scarpellini Naj-Oleari & Associati

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