Gli amministratori, il tribunale e il convitato d ipietra negli artt. 120-bis e 120-quinquies del codice della crisi

This article examines the innovative corporate governance rules introduced by Articles 120-bis and 120-quinquies of the Italian Insolvency and Crisis Code, focusing on the allocation of decision-making powers during corporate crisis and restructuring procedures. The study analyses the principle of the exclusive competence of directors to decide on access to insolvency and restructuring instruments, determine the content of restructuring proposals and plans, and promote corporate amendments necessary for the success of the restructuring process. Particular attention is devoted to the relationship between these provisions and the broader evolution of Italian corporate law, especially the duties imposed on directors under Article 2086 of the Civil Code and the emerging recognition of creditors’ interests as a priority concern in situations of financial distress. The article critically explores the resulting redistribution of powers between directors, shareholders, and courts, highlighting the progressive marginalisation of shareholders in restructuring decisions and the enhanced role of judicial intervention through the approval and implementation of corporate amendments. It argues that the new framework reflects the emergence of a distinct body of “corporate insolvency law”, aimed at ensuring the timely management of corporate crises and preventing opportunistic behaviour by shareholders that could jeopardise restructuring efforts. At the same time, the study questions the implications of these reforms for traditional principles of corporate autonomy, shareholder rights, and the allocation of corporate powers within business organisations