Inquadramento giuridico, tipicità e polimorfismo delle operazioni straordinarie

The notion of extraordinary transactions is empirical, not theoretical. The attempt to provide a systematic treatment, adopting conceptual criteria organized around categories such as “continuity” or “modification of the corporate statutes” are destined to fail or yield no cognitive or operational gain. Almost all the extraordinary transactions are historically born as facilitations of operations that required different company steps and that for this reason had high transaction costs. Simplification is achieved by transforming this series of operations – each subject to formal and substantial requirements and normally to a stamp duty – into a single corporate transaction. The example of the merger (historically born as “dissolution without liquidation”, as still read in the EU directive 2017/1132) is significant. Since the simplification of the operation structure, which is the practical purpose of the law, does not cover all relevant interests, especially of third parties (but also, sometimes, dissenting shareholders), the protection of such interests must however be considered in the discipline of fusion, without thinking that it is self-sufficient.