Presenting extraordinary transactions is always complex, both from the point of view of Italian corporate law and because of a certain entrepreneurial reluctance. One could adopt an Azzecca-Garbugli approach of Manzonian memory, turning this article into a technical treatise, but it is preferable to proceed step by step. A TOOL FOR ORGANIC SOLUTIONS (WITHIN THE COMPANY) A first step consists of an internal check-up to assess the coherence between corporate structure and business. It is essential to analyse the corporate structure and consider the use of extraordinary operations as tools to achieve a higher degree of solidity or to resolve particular conflict situations. Internal extraordinary operations include transformation and demerger. Transformation It is necessary to consider, first of all, the legal form that may become inappropriate with respect to the size reached by the business. Partnerships, for example, not being obliged to file a balance sheet, are less bankable since the credit institutions’ systems are based on objective data extracted from the company register. The absence of the obligation to file financial statements makes it difficult to gain direct access to funding or public tenders, which often require the completion and submission of at least three financial statements. In these cases, the transformation into a joint-stock company allows greater asset transparency and access to credit. The procedure, which requires a notarial deed, new articles of association and an accounting expert’s report, allows assets to be revalued at current values, improving the company’s asset image. Demerger Sometimes it may be necessary to separate assets between real estate activities (low risk) and operational activities such as lifts’ maintenance (high risk). At the operational level, a possible solution is the demerger, which allows the business branches to be clearly allocated to different heirs or partners. The real estate division can generate income by renting space to the operating division that manages the facilities. The aim, also in this case, is the full bankability of the two entities resulting from the demerger, which have different destinies and profiles but show the autonomous ability to generate income and cash flow. Leasing, an emblematic case The extraordinary transactions presented here are just illustrative cases of some of the most frequently used alternatives for making internal business choices, which are not aimed at exiting the business but at reinforcing the representation of the company’s solidity in the financial statements. An emblematic example occurs when companies have acquired real estate or capital goods through leasing contracts. In this case, the redemption value entered in the balance sheet does not represent the current or real market value. It is only through extraordinary internal transactions that such values can emerge, giving a more realistic picture of the equity strength achieved. Thus, a property acquired through leasing for a value of EUR 1 million is redeemed and entered in the balance sheet for only the redemption value (about 5%) of EUR 50,000. A TOOL FOR STRATEGIC GROWTH (OUTSIDE THE COMPANY) Extraordinary transactions are instruments to grow or consolidate the company also through agreements with third parties, without necessarily involving the exit of the entrepreneur. Many groups, in different sectors, have grown by acquiring only controlling stakes in third-party companies that became part of the group itself, leaving the entrepreneur/founder with a minority stake and an operational role. From this perspective, the company lease, company transfer or company COMPANIES AND ENTREPRENEURS CAN GROW THROUGH EXTRAORDINARY TRANSACTIONS OR ADOPT FLEXIBLE SOLUTIONS THAT FAVOUR GRADUAL MANAGEMENT TRANSITIONS, SAFEGUARDING BUSINESS CONTINUITY AND RELATIONSHIPS WITH CUSTOMERS AND SUPPLIERS Extraordinary transactions: LEARNING ABOUT THEM WITH AN OPERATIONAL APPROACH 20 GESTIONE AZIENDALE DI ALESSANDRO CERIANI*
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