The art. 2467 of Italian civil code sets out the “subordination rule”, according to which any provisions of funds (other than stock capital increase) done by the members of a s.r.l. must be returned only after the payment of all others loans and liabilities, if the funding operation took place when the company was in a deep gearing. The same rule applies to groups of companies. The italian legal debate has been focusing for the last decade about the possible extension of this rule to all share companies (s.p.a.), or at least to those of these companies who have a real structure quite similar to s.r.l., as low stock capital, a small number of shareholders etc. The author first reviews critically the opinions expressed about the latitude of the subordination rule in relation to the s.p.a., and then discuss the specific issue of the bonds emissions, concluding that this financial instrument is, however, incompatible with the art. 2467.
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