Alerts as per May 31st 2026
(updated every month)

Ministero della Giustizia: Updated Operational Instructions on Composizione Negoziata (May/June 2026)

By decree of 23 April 2026, the relevant Directorate General of the Ministry of Justice approved the update to the operational guidance document on the composizione negoziata — implementing changes introduced by D.Lgs. 136/2024 (the most recent corrective decree to the CCII). The update was published in the Official Bulletin of the Ministry of Justice no. 10 of 31 May 2026.

The measure does not modify primary legislation or introduce a new instrument, but operates at the level of practice — updating tools already provided in the Crisis Code: the practical test, the check-list, the expert's protocol, training materials, and the digital platform. The decree introduces a new Section II-bis ("Specificities of plans in the case of crisis resolution instruments and value reserved for shareholders") and new Annex 5 (index for the expert's final report).

The practical test for verifying the reasonable feasibility of restructuring, available on the Unioncamere digital platform, is clarified as a prognostic tool — not a crisis indicator. It measures the complexity of the restructuring path through the ratio of debt to be restructured (A) to the annual cash flows the business can generate in steady-state conditions (B). The Unioncamere platform remains the operational hub: applications, file management, document exchange, virtual data room, and archiving. In the event of platform outages exceeding 24 hours, an emergency procedure via PEC or paper filing with the relevant Camera di Commercio is now formalised.
 

D.Lgs. 81/2026: New Environmental Crimes and Expanded Decree 231 Liability (In Force 2 June 2026) 

From 2 June 2026, D.Lgs. 21 April 2026, n. 81 — adopted implementing EU Directive 2024/1203 on criminal environmental protection — is in force. The measure introduces significant updates to Italy's environmental criminal law and intervenes on the framework of corporate administrative liability under D.Lgs. 231/2001. This is a reform of particular relevance for companies, corporate groups, and their subsidiaries, as it strengthens the sanctions framework for environmental matters and requires verification of the adequacy of organisational models, internal procedures, and control systems.

With the Gazzetta Ufficiale publication of D.Lgs. 81 of 21 April 2026, the legislator has introduced significant modifications to the predicate offences under 231, expanding the catalogue of relevant criminal acts and strengthening the sanctions system applicable to companies.

New predicate offences added to Art. 25-undecies of D.Lgs. 231/2001:
The new law inserts as Decree 231 predicate offences: the crime of commerce of polluting products (new Art. 452-bis.1 of the Penal Code), production and commerce of ozone-depleting substances, and production and commerce of greenhouse gases. 

The maximum pecuniary sanction for environmental offences under 231 is increased from 900 to 1,200 "quote" (each ranging from €258 to €1,549). 
The decree expands the concept of environmental crime — not only targeting those who cause direct pollution, but intervening on all conduct that can generate environmental damage, even indirectly.

Environmental compliance becomes an increasingly strategic matter: companies are required to revise procedures, organisational models, and control systems to prevent risks that now carry significantly heavier criminal consequences. 

For businesses, this means a very concrete requirement: the Modello 231 must be updated and integrated with a more structured environmental management system — otherwise the economic and reputational risk increases substantially. Convictions may be publicly published, amplifying the reputational impact of environmental crimes. 

Critical operational implication: A foreign multinational closing an Italian subsidiary with manufacturing, chemical, or industrial operations must now conduct a formal environmental compliance review under the updated 231 framework before and during the wind-down process. Environmental liabilities do not extinguish on liquidation. 

Transfer Pricing: "Regime Premiale" — Narrowing of Penalty-Waiver Access

According to scholars,  the penalty-waiver regime (regime premiale) for transfer pricing is to be denied in strictly defined circumstances — reflecting a hardening of the Agenzia's position for multinational groups where TP documentation is incomplete, belated, or disrupted by restructuring decisions. Groups relying on retrospectively-assembled intercompany documentation for years preceding a wind-down are at elevated audit risk on their final liquidation tax returns.

Agenzia delle Entrate Draft Circular on the Crisis Code (April–May 2026) 

The Agenzia delle Entrate put out for public consultation (through 20 May 2026) a draft circular covering the fiscal aspects of the Crisis Code, offering the first interpretive guidance on the Composizione Negoziata della Crisi, the Concordato Semplificato (Art. 25-sexies), the Piano di Ristrutturazione soggetto a Omologazione (Art. 64-bis), and the provisions on Groups of Companies (Title VI). 

Key doctrinal positions of direct relevance:

On tax debt in the CNC: The circular confirms a "prudential" approach: the composizione negoziata is characterised as a preparatory and negotiating phase in which a solution on tax debts — including VAT — can be structured. However, any formal VAT write-down finds concrete formalisation only in subsequent instruments (restructuring agreements, PRO, concordato preventivo), not at the CNC stage itself.

On the Agenzia's active role: In the composizione negoziata, the Agenzia assumes a role that is not merely that of a creditor but an active, participatory function — oriented toward verifying the debtor's position, promptly examining transactional proposals, and engaging in good-faith cooperation in negotiations with the entrepreneur and the independent expert.

On cram-down fiscale: The circular indirectly acknowledges the fiscal cram-down mechanism, which allows a court to approve a proposal even without the Revenue Administration's consent — provided the administration's agreement is decisive for required majorities and the proposal is more advantageous than liquidation.

On groups: The CCII introduces a vision of the group as a unitary economic phenomenon, enabling a coordinated and systemic approach to group-level crisis — while preserving the legal autonomy of individual entities and the par condicio creditorum within each entity's creditor pool.

The consultation covering Parts II, III and IV — dedicated respectively to sovraindebitamento, restructuring agreements and concordato preventivo, and judicial liquidation — will be published in subsequent rounds later in 2026.

The draft circular emphasises that the Agenzia's intervention must develop in compliance with the principles of good faith, efficiency and procedural timeliness — with an essential role in constructing the information framework necessary to evaluate the feasibility of restructuring solutions.