Abstract
The recently enacted reforms of the Italian law of corporate reorganizations (concordato preventivo) have ultimately narrowed the ability of courts to interfere with the economic profitability of reorganization plans, leaving creditors with a primary role in the assessment of the merit of the proposal. These changes highlight the need for a stronger protection to be granted to the interests of the minority of creditors. Through the analysis and comparison of the remedies provided in the context of different legal systems, the book sheds light on the notion of “interest to be protected in the context of corporate reorganizations and rescuing procedures”, in contrast with the “interest to be protected in the context of liquidation procedures”; it attempts to apply the rules governing shareholders’ conflicts of interest to creditors’ resolutions on the proposal (in particular, addressing the issue of proposals’ rejection with the decisive conflicted vote of a creditor); it identifies cases of voting abuses, which result in an incorrect distribution of surplus shares/gains generated by the reorganization.
