# C_2020137EN.01001002.xml

| 27.4.2020 | EN | Official Journal of the European Union | C 137/10 |
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27.4.2020

EN

Official Journal of the European Union

C 137/10

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Judgment of the Court (Second Chamber) of 30 January 2020 (request for a preliminary ruling from the Corte d’appello di Napoli — Italy) — I.G.I. Srl v Maria Grazia Cicenia and Others

(Case C-394/18) (1)

(Reference for a preliminary ruling - Directive 82/891/EEC - Articles 12 and 19 - Division of limited liability companies - Protection of the interests of the creditors of the company being divided - Nullity of the division - Actio pauliana)

(2020/C 137/12)

Language of the case: Italian

Referring court

Corte d’appello di Napoli

Parties to the main proceedings

Appellant: I.G.I. Srl

Respondents: Maria Grazia Cicenia, Mario Di Pierro, Salvatore de Vito, Antonio Raffaele

intervener: Costruzioni Ing. G. Iandolo Srl

Operative part of the judgment

| 1. | Article 12 of Sixth Council Directive 82/891/EEC of 17 December 1982 based on Article 54(3)(g) of the Treaty, concerning the division of public limited liability companies, as amended by Directive 2007/63/EC of the European Parliament and of the Council of 13 November 2007, read in conjunction with Articles 21 and 22 of Directive 82/891, must be interpreted as not precluding the creditors of the company being divided whose credit interests antedate that division, who did not take advantage of the creditor protection tools provided for in the national legislation implementing that article, from bringing an actio pauliana after the division has been implemented, in order to obtain a declaration that the division in question has no effect against them and to bring enforcement or protective action in relation to the assets transferred to the newly formed company. |
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1.

Article 12 of Sixth Council Directive 82/891/EEC of 17 December 1982 based on Article 54(3)(g) of the Treaty, concerning the division of public limited liability companies, as amended by Directive 2007/63/EC of the European Parliament and of the Council of 13 November 2007, read in conjunction with Articles 21 and 22 of Directive 82/891, must be interpreted as not precluding the creditors of the company being divided whose credit interests antedate that division, who did not take advantage of the creditor protection tools provided for in the national legislation implementing that article, from bringing an actio pauliana after the division has been implemented, in order to obtain a declaration that the division in question has no effect against them and to bring enforcement or protective action in relation to the assets transferred to the newly formed company.

| 2. | Article 19 of Directive 82/891, as amended by Directive 2007/63, read in conjunction with Articles 21 and 22 of Directive 82/891, which lays down nullity rules for divisions, must be interpreted as not precluding the creditors of the company being divided from bringing, after the division has been implemented, an actio pauliana which does not affect the validity of that division but merely allows for that division to be rendered unenforceable against those creditors. |
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2.

Article 19 of Directive 82/891, as amended by Directive 2007/63, read in conjunction with Articles 21 and 22 of Directive 82/891, which lays down nullity rules for divisions, must be interpreted as not precluding the creditors of the company being divided from bringing, after the division has been implemented, an actio pauliana which does not affect the validity of that division but merely allows for that division to be rendered unenforceable against those creditors.

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(1)  OJ C 301, 27.8.2018.

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