Extraordinary cross-border transactions – Cross-border and international demergers – Updates introduced by Legislative Decree 88/2025

Legislative Decree 88/2025 introduced some amendments to the rules governing extraordinary cross-border and international transactions.

With regard to demergers, the amendments did not affect the procedure itself but provided clarifications on the required documentation and on the steps to be followed in the event of incomplete documentation.

As for the procedure, three main phases can be identified:

• preparatory phase, with the preparation of the necessary documentation;

• shareholders’ resolution;

• execution of the demerger deed.