Los protocolos concursales en las reestructuraciones de grupos de sociedades mediante operaciones de fusión transfronteriza

Abstract

Structural modifications play an important role in the context of corporate restructuring with a particular impact on corporate groups. The restructuring of a group, in which some of the companies have been declared insolvent by cross-border merger transactions has certain peculiarities which go beyond the duty of cooperation and disclosure of the insolvency administrators appointed for each insolvency proceeding. The need to agree on a common strategy or plan for the restructuring of the group, to design a single calendar of actions and to proceed to the coordinated execution of the same one requires a special collaboration with the societies administrations of the companies participating in the operation in the exercise of the competences that the specific regime of these operations attributes to them. In this scenario, the insolvency protocols are an appropriate coordination instrument to prepare the merger operations and to channel the concrete actions agreed by these subjects.