Abstract

The Article examines the intersection between intercompany financing and the new negotiated crisis settlement procedure introduced by the Italian Business Crisis Code. The analysis focuses on the legal regime governing intragroup loans extended during negotiations between creditors and one or more group’s entities in financial distress, exploring how it affects the traditional subordination rule provided for by Articles 2467 and 2497-quinquies of the Italian Civil Code. The paper demonstrates how the renegotiation framework put in place by the new procedure offers privileged insights into the rationale and scope of the rule of subordination for intragroup loans. Special attention is given to the dual system of incentives introduced by the Business Crisis Code: the disapplication of subordination rules and the super-priority status for intragroup loans. These benefits are justified by the presence of independent professional oversight, which balances the absence of market-based controls typical of group financing structures. The recent changes introduced by Legislative Decree No. 136/2024 further confirm this interpretative approach, reinforcing the legislative trend which favours private ordering over judicial proceedings as a tool for handling the restructuring of firms in financial distress.