From the analysis of the Milan Court ruling (Civil Section II) of February 12, 2026, several fundamental legal principles emerge regarding pre-insolvency restructuring and judicial liquidation under the Italian Insolvency and Crisis Code (CCII).
1 The Duty of Transparency and "Disclosure" (Arts. 4 and 39 CCII)
The court reiterates that access to crisis resolution tools imposes on the debtor an obligation of information that is complete, truthful, and transparent.
Subject Matter of Disclosure
It must not only concern the current situation, but also the management facts prior to the crisis that caused or affected the assets.
Deceptive Effect
The omission of relevant information (such as unjustified significant losses or relationships with related companies) has a deceptive effect, as it prevents creditors from expressing informed consent.
2 Determination of Liquidation Value (Art. 87 CCII)
The liquidation value is not an optional or approximate figure, but an essential parameter for the admissibility of the proposal.
Inclusion of Damages Actions
The liquidation value must include the "reasonable prospects of realization" of liability actions against directors and supervisory bodies.
Obligation to Provide Reasoning
If the debtor considers such actions non-actionable or unprofitable, they must provide adequate and documented reasoning at the time of filing the plan. Simply referring to future legal opinions is considered insufficient.
Function of the Parameter
This value serves to verify compliance with the Absolute Priority Rule and to ensure that no creditor receives worse treatment than in judicial liquidation.
3 Requirements of the Industrial Plan and "Business Plan"
The Court specifies that the business plan cannot be a mere listing of virtual data, but must be configured as a real industrial plan.
Analytical Detail
It must contain a detailed analysis of the cost/revenue ratio and cash flows, avoiding generic macro-data.
Plausibility of Assumptions
Revenue increase forecasts must be based on concrete and verifiable foundations. The Court deemed inadmissible a plan based solely on "hope" (spes) of renewal of essential expiring contracts.
Sensitivity Analysis (Stress Test)
The plan must include initiatives to be adopted in case of deviation from objectives (Art. 87, para. 1, lett. i CCII).
It is not permitted to resolve the stress test with a generic reference to an unquantified "contingency fund."
4 The Role of the Attestor
The attestation must be autonomous and complete.
If the attestor declares they cannot formulate definitive assessments (for example, conditioning them on future legal opinions), the attestation is considered incomplete, resulting in the inadmissibility of the application.
5 Prerequisites for Judicial Liquidation (Art. 121 CCII)
In case of inadmissibility of the restructuring plan and upon request of the Public Prosecutor, the court opens judicial liquidation if it establishes the state of insolvency.
Indicators of Insolvency
- Operating losses
- Significant debt exposure (in the specific case, € 4,000,000)
- Pending enforcement actions
- Inability to regularly meet obligations
Practical Considerations
The Milan Court ruling reiterates the need for a rigorous and documented approach in preparing pre-insolvency restructuring applications. Debtors and their advisors must pay particular attention to the completeness of information, the determination of liquidation value, and the solidity of the business plan, under penalty of inadmissibility of the proposal and the opening of judicial liquidation.