The transfer of a business or business unit is one of the transactions with the greatest impact on employment relationships. Under Article 2112 of the Italian Civil Code, employment contracts automatically continue with the transferee, which assumes all the transferor's rights and obligations towards the employees. The transferor and transferee are jointly and severally liable for all claims accrued by employees up to the date of the transfer, and the transferee is required to apply the economic and regulatory treatment provided for by the collective agreements in force at the date of the transfer until their expiry.
Prior to the transfer, both transferor and transferee are required to fulfil information and consultation obligations with trade union representatives. They must provide written notice of the date, reasons, legal, economic and social consequences of the transfer, and any measures envisaged for the employees. Upon union request, a joint examination procedure must be commenced. Failure to comply with these obligations constitutes anti-union conduct.
The correct classification of the transaction is of critical importance: the distinction between a business transfer, a transfer of a business unit, a change of contractor and a contract assignment is frequently disputed, with significantly different consequences for employee protections and the parties' liabilities. The transfer of a business unit requires that the unit constitute a functionally autonomous entity, pre-existing as such before the transfer and retaining its identity after it.
Our Firm advises both transferors and transferees at every stage of the transaction: from preliminary due diligence to the management of trade union procedures, from drafting the contractual documentation to handling any litigation following the transfer, including disputes over classification and the application of Article 2112. We work with particular attention to transactions taking place in the context of corporate distress, where the applicable rules may derogate from the ordinary framework.
Employment law due diligence is a systematic analysis of the legal risks connected with employment relationships in the context of acquisition, merger, demerger or business transfer transactions. It enables the acquirer to identify latent liabilities before the transaction is completed and to negotiate the terms of the acquisition on the basis of a complete picture of the target's employment law exposure.
The analysis covers all areas of potential liability: verification of the regularity of employment contracts and their compliance with applicable law, identification of existing or latent litigation, analysis of remuneration and social security treatment including verification of correct application of the relevant collective agreement, review of recent disciplinary proceedings and dismissals, examination of collective agreements and company-level supplementary agreements, analysis of incentive plans and non-compete agreements, and assessment of exposure to the obligations introduced by the EU Pay Transparency Directive.
Our Firm provides due diligence reports structured by risk level, identifying critical areas, quantifying potential liabilities, and setting out operational recommendations for negotiation and post-acquisition management. We work in coordination with the acquirer's legal team and financial advisers, ensuring speed and absolute confidentiality.
The transfer of a business or business unit is one of the transactions with the greatest impact on employment relationships. Under Article 2112 of the Italian Civil Code, employment contracts automatically continue with the transferee, which assumes all the transferor's rights and obligations towards the employees. The transferor and transferee are jointly and severally liable for all claims accrued by employees up to the date of the transfer, and the transferee is required to apply the economic and regulatory treatment provided for by the collective agreements in force at the date of the transfer until their expiry.
Prior to the transfer, both transferor and transferee are required to fulfil information and consultation obligations with trade union representatives. They must provide written notice of the date, reasons, legal, economic and social consequences of the transfer, and any measures envisaged for the employees. Upon union request, a joint examination procedure must be commenced. Failure to comply with these obligations constitutes anti-union conduct.
The correct classification of the transaction is of critical importance: the distinction between a business transfer, a transfer of a business unit, a change of contractor and a contract assignment is frequently disputed, with significantly different consequences for employee protections and the parties' liabilities. The transfer of a business unit requires that the unit constitute a functionally autonomous entity, pre-existing as such before the transfer and retaining its identity after it.
Our Firm advises both transferors and transferees at every stage of the transaction: from preliminary due diligence to the management of trade union procedures, from drafting the contractual documentation to handling any litigation following the transfer, including disputes over classification and the application of Article 2112. We work with particular attention to transactions taking place in the context of corporate distress, where the applicable rules may derogate from the ordinary framework.
Social safety-net measures — ordinary and extraordinary wage guarantee funds (CIG/CIGS), solidarity contracts, and sectoral bilateral funds — are essential tools for managing corporate crises and restructuring processes. They allow companies to suspend or reduce working hours while maintaining employment relationships, preserving the company's human capital and reducing the social impact of downsizing operations.
The CIGS applies in situations of corporate crisis, reorganisation, restructuring or productive reconversion, and may precede or accompany collective redundancy procedures. Defensive solidarity contracts, concluded by collective agreement with trade unions, allow a reduction in working hours as an alternative to redundancies. Sectoral bilateral funds cover categories of workers not covered by the traditional CIG scheme.
Our Firm advises companies on accessing social safety-net measures: from verifying the conditions for eligibility to preparing the applications, from managing the required trade union procedures to drafting the agreements with trade union organisations, through to monitoring the implementation of the approved programmes. We also handle social security litigation with INPS in the event of refusal or revocation of authorisations.
The collective redundancy procedure is one of the most complex and high-risk processes in corporate restructuring. The consequences of a procedural defect can be significant, ranging from a declaration of ineffectiveness of the dismissals to the reinstatement of the employees concerned, with potentially material financial consequences for the company.
The procedure applies to companies with more than fifteen employees that intend to dismiss at least five workers within a 120-day period for reasons of reduction or transformation of activity or work. The procedure is initiated by a written notice to trade union representatives and the competent authorities, followed by a joint examination and consultation phase. At the conclusion of the procedure, the dismissals must be communicated with a precise indication of the selection criteria applied — seniority, family responsibilities, technical and production requirements — together with simultaneous notification to the administrative authorities and trade union organisations.
Our Firm supports companies at every stage of the procedure: from preparing the opening notice to defining the negotiation strategy with trade unions, from drafting agreements to managing the final communications. We also handle post-dismissal litigation, including challenges on procedural grounds and disputes over the selection criteria applied.
