I “minibond”: confini (mobili?) delle fattispecie e profili di disciplina

By a series of measures aimed at encouraging companies’ access to alternative sources of funding in relation to the banking channel, the legislator has expanded the opportunities for recourse to the debt market for the Italian non-listed companies, including small and medium size, by the issuance of short-term debt instruments (commercial papers), participatory subordinated bonds and similar securities (so-called minibond). As a result of the new provisions definitional boundaries of the various types of bonds are blurred and sometimes overlapped, with the inevitable uncertainties about the legal regime applicable and the risks of its circumvention. The purpose of this article is to “restore order” in the new regulatory framework in the field of bonds. The proposed analysis intends to operate a recomposition of the systematic framework of the Civil Code overcoming gaps or overlaps harbingers of ambiguity