Crisi della società e trasformazione omogenea

Topic of this study is the analysis of the conversion of corporations (i.e. change of the legal form, under which the business is run) during an economic crisis, which can lead them to bankruptcy procedures or to the dissolution of the legal entity. The choice to analyze conversion during a crisis of any kind is due to the will to solve relevant problems, which have arisen in practice, and also to look into the legal nature of conversion by means of the identification of its boundaries due to the need to safeguard third parties’ interests. The main theme of this work can be found in the analysis of the relationship between the company’s interest, which can be satisfied through a conversion, and third parties’ interests, which are involved in the company’s crisis, and of the related problem whether conversion can be defined or not as a merely continuative and neutral operation, a mere change of legal vest. This scope of the research is pursued through the identification of the interests involved in the phenomenon of a company’s crisis and the analysis of the possibility to satisfy or harm them through a conversion. The work examines all hypothesis of “homogeneous” conversion (i.e. from and into a stock or limited liability company or a different kind of company and from and into a partnership or a different kind of partnership), highlighting, each time, which problem has already occurred and which one could arise in the future, with regard to each case of conversion. First of all, attention is given to the potential target of a conversion of companies going through a crisis, to clarify the economic reasons of the choice to perform such an organizational operation and to understand in which cases a conversion could favour all or only some of the interests involved in the crisis of a business. The study continues with the identification of the boundaries of the conversion, when the crisis has not yet led to the opening of a bankruptcy procedure or to the dissolution of the legal entity. For this purpose, the analysis is based on asset-related issues of conversion, both in case of conversion into a more complex entity and in case of a conversion and into a simpler one. Furthermore, this work examines the issues arising from the opening of a bankruptcy procedure after the conversion and the particular effects that descend from these circumstances. The final part of the study considers the conversion of a company which is already subject to a bankruptcy procedure and the related issues: from the dissolution of the company caused by the bankruptcy procedure to the conversion of a dissolved company; from the issues risen by the evaluation of compatibility with the bankruptcy procedure to the problems coming from the withdrawal of participants and from the claim for damages in case of invalid conversion.