| dc.description.abstract | The aim of this paper is to study, also from an interdisciplinary perspective, the effects
that the revolutionary Blockchain and Distributed Ledger Technology (DLT) may have on
voting rights in Italian and European corporations, especially listed ones.
The benefits of the application of the new technology are identified in the increased
speed of decision-making, as well as the transparency and accuracy of voting outcomes,
instances present in the recent Directive 2017/828/EU, which amended Directive
2007/36/EC, on shareholder activism; no less important are the repercussions in terms
of reducing the possibilities for directors to manipulate the results and, reflexively, with
respect to the increased likelihood that blockchainvoting may motivate shareholders to
participate more intensively in corporate management thus fostering, with greater
frequency, the convergence of consensus on matters of crucial importance for corporate
management.
A dutiful introduction, of an IT nature, regarding the functioning of the technology under
consideration is followed by an analysis of the formation and expression of the will of
shareholders, having regard to the functioning of the assembly body of closed and open
companies, and then compares the collegial system with that of digital technology,
highlighting points of convergence and confluence.
The analysis focuses, in particular, on the confacency of the blockchain system with
respect to principles related to shareholder identification and legitimacy, shareholder
intervention and active participation in the assembly, and transparency and stability of
voting rights.
The assembly is also examined in light of the recent emergency regulations, particularly
having regard to Decree-Law, Feb. 23, 2020, No. 18, which, on the subject of Measures
to strengthen the National Health Service and economic support for families, workers
and businesses related to the epidemiological emergency from COVID-19, converted with
amendments by Law No. 27 of April 24, 2020, in Article 106 provides that the entire
course of the assembly proceedings shall take place by telematic means.
This comparison is a necessary step in assessing the possible permanent continuation of
the digital assembly model, i.e., in analyzing the phenomenon of automated decision-
making in business activity, including from a compartmental perspective, having regard
to the French system and the German reform.
In conclusion, the topic of digitization of the legal system and the social adaptability of
blockchain is addressed, first through a listing of possible and prospective uses of the
system in general, and then by highlighting its limitations and criticalities, with
particular regard to issues of corporate law including contributions having as their object
real estate or registered movable property and the circulation of the share of s.r.l.,
reporting the Spanish experience, harbinger of the overcoming of the barriers of
regulatory formalism, with the conclusion of the first entirely online purchase and sale. [edited by Author] | it_IT |
