In 2025, Italian companies filed 1,776 instances of composizione negoziata della crisi — almost 70% more than the previous year, on Unioncamere's count, with the instrument now representing roughly 13% of all crisis procedures opened during the year. Cerved, separately, records grave concorsuali up by more than 10%, with the increase concentrated in mechanics, intermediate goods, energy and utilities, logistics and hospitality. The procedure has moved from a marginal instrument to one of the dominant tools used by mid-market companies under stress. Lenders increasingly recognise it. Boards increasingly request it. Lawyers and advisers increasingly recommend it.
This is, on balance, a good development. Composizione negoziata creates a confidential space, a structured timeline, and a credible interlocutor between the company and its creditors. It can prevent ordinary distress from becoming formal insolvency, and it preserves operational continuity in cases where preservation is the right outcome.
What it does not do is fix the underlying problem. In our experience, composizione negoziata is increasingly used as if the procedure itself were the answer — and this is where the tool starts to fail the companies it was designed to help.
1. The procedure creates space, not capability
A negotiated settlement gives the company time to renegotiate with creditors, to attempt a structured recovery, and to avoid the cliff effects of formal procedure. None of these are substitutes for the company actually being able to decide.
If the management team enters the procedure with the same decision system that produced the crisis — fragmented accountability, reactive reporting, deferred operational calls — the procedure becomes a wrapper around the same problem. The space it creates is consumed by the same pattern of analysis, deferral, and qualified action that put the company there. By the time the negotiation phase ends, the operating reality has not improved, and the creditor agreement that follows is built on assumptions the company cannot actually deliver. Lenders read this in real time. The terms tend to harden in the second half of the procedure, when it becomes visible that the decision velocity inside the company has not changed.
2. The narrative that the procedure inherits is usually the wrong one
Companies entering composizione negoziata typically arrive with a story that has already been told several times — to lenders, to advisers, to the Board, sometimes to the public. By the time the procedure starts, that narrative has hardened into the official explanation of the crisis: an exogenous shock, a sector downturn, a one-off event, a management transition.
If the negotiated procedure inherits that narrative without testing it, the recovery plan is built on the original misdiagnosis. The esperto is not, structurally, in a position to retest the diagnosis from scratch — the role is to facilitate, not to re-investigate. If the company has not done that work, the procedure formalises the same picture that produced the crisis. The creditors agree to terms that reflect the official story. The company commits to a trajectory that the underlying causes — usually unaddressed — will not allow it to follow. The procedure ends with a structured agreement that begins to fail within two or three quarters, not because the agreement was wrong but because the diagnosis was.
3. Operational ownership cannot be outsourced to the procedure
The most common error we see is treating composizione negoziata as a phase that the company "is in" rather than as a frame within which the company has to act. The procedure has its own actors — the esperto, the lenders, the advisers — and it is tempting for management to defer operating decisions until the procedure resolves.
This is exactly backwards. The procedure does not contain decisions, only facilitators. The presence of structured external actors creates the illusion that ownership has transferred — it has not. The procedure works when the company is making faster, harder, more disciplined operational decisions inside it than it was making before. The negotiated settlement is the lender's response to evidence that the company is restoring control. If the operating decisions wait for the procedure to conclude, the procedure has nothing to settle against. Most of the value the tool can deliver is lost in the deferral.
What the procedure requires that the company has to provide
Composizione negoziata, used well, is not a remedy. It is a frame around a remedy that the company itself has to construct. That frame is most valuable when the company brings to it: a causal diagnosis that has been tested, not the surface narrative; an operating cadence that produces decisions during the procedure, not after it; a single accountable owner for each commitment made to creditors; and reporting credible enough that the esperto and the lenders can verify progress in the period that matters.
When these are in place, the procedure does what it is designed to do — it preserves a company that can be preserved, on terms that reflect actual recovery. When they are not, it becomes a structured way to extend the underlying problem until it resolves itself, usually badly.
The procedure is a powerful instrument. It cannot substitute for the decisions the company has not been able to make. The companies that exit composizione negoziata in better shape are the ones that used the time to make those decisions — not the ones that used the procedure to wait.
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References
- Crisi d'impresa: 13.500 le procedure avviate nel 2025, Unioncamere, March 2026.
- In crescita le procedure concorsuali gravi, Cerved, March 2026.
- The right to decide: A decision-based perspective on corporate stakeholder governance, Strategic Management Journal, August 2025.