Il diritto di recesso nelle operazioni straordinarie transfrontaliere

This article examines the rules on the right of withdrawal and sell out provided by Italian law in the context of cross-border operations after the transposition of Directive (EU) 2019/2121. First, we analyse the right of withdrawal and sell out in the light of the evolution of European company law, taking into account in particular the rules on domestic mergers and divisions, on Societas Europaea and Societas Cooperativa Europaea, and on cross-border mergers. We then provide a detailed analysis of the right of withdrawal and sell-out, as enacted in Directive (EU) 2019/2121 and transposed into Italian law by Legislative Decree 19/2023, separately considering cross-border conversions, mergers and divisions. Following this analysis, we address the delicate issue of coordination between the national and harmonised rules on the right of withdrawal and sell-out, providing guidance on how to resolve the possible conflicts that may arise in the application of these different shareholder protection instruments.