Tutor: Prof.ssa Silvia Corso Co-tutor: Prof.ssa Anna Maria Mancaleoni

Keywords: corporate law; extraordinary operations; cross-border mobility; demerger by spin-off; notary practice; L. 98/2013.

Short bio:

She obtained her Master’s Degree in Law (LMG/01) from the University of Sassari with a final grade of 110/110 cum laude, with a thesis in Commercial Law entitled “Notarial control over corporate acts: the powers of the notary in the foundation and amendment of capital companies twenty years after the reform on approval procedures.” She was awarded a graduation prize for outstanding academic performance for the academic year 2018/2019 by the same university. She completed her notarial training at the Studio Notarile Pitzorno in Sassari and her formative internship ex Art. 73 of Law 98/2013 at the Court of Appeal of Cagliari – Sassari division. She is fluent in English and holds a first-level academic diploma in Violin from the “Luigi Canepa” Conservatory of Music in Sassari. She is currently a Ph.D. candidate in Legal Sciences (40th cycle), academic sector GIUR-15/A, at the University of Cagliari. Her research project focuses on corporate law, particularly on extraordinary operations and the cross-border mobility of companies, with a dissertation entitled “Demerger by spin-off: analysis of the Italian model and prospects for harmonisation in the European context in light of Directive (EU) 2019/2121.

Thesis abstract:

Demerger by spin-off is a complex and significant instrument within the framework of corporate reorganization. Its introduction in the European Union context is due to the recent Directive (EU) 2019/2121 regarding cross-border conversions, mergers and demergers, which was transposed into Italian law by Legislative Decree n. 19/2023, amending the Civil Code and introducing the new Article 2506.1. Although the directive has provided a uniformed regulation of the institution, with the aim of improving efficiency and competitiveness in the European market, important differences persist in its implementation by national legal systems, with significant consequences in terms of harmonization and protection of the parties involved. This research aims to identify and analyze these differences, beginning with an in-depth examination of the Directive. It will then proceed with an analysis of Legislative Decree No. 19/2023 as implemented in the Italian legal system, with particular attention to the relationship between the spin off demerger and the ordinary demerger, also extending the analysis to the legal construct of the contribution of assets. A comparative study of the transposition of the Directive in other European legal systems—particularly the German one—will be carried out, in order to assess whether, and to what extent, current legislation ensures a proper balance between the freedom of establishment for European companies and the protection of stakeholders. Accordingly, the research will undertake a comparative analysis of the relevant legal frameworks, as well as doctrinal and case law sources, with a particular focus on the most significant rulings of the Court of Justice of the European Union in this area. The ultimate goal of the research is to explore the interpretative challenges and practical issues surrounding the spin-off demerger, in order to offer a meaningful contribution to academic debate in light of the ongoing challenges posed by the evolving European Union regulatory landscape.