Rappresentazione e circolazione di partecipazioni di società di capitali mediante la tecnologia DLT

The essay examines the impact of Distributed Ledger Technology and blockchain technologies – and their derivatives (tokens and smart contracts) – on the representation and circulation of corporate equity (shares). Acknowledging the technological feasibility of tokenization of shares, and recalling the first experiments found in some foreign legal systems, the opportunities and the risks connected to the representation of shares through DLT technology are highlighted. Against this backdrop, the persisting obstacles to the tokenization of equity are identified under the Italian and European Union regulations. The analysis enquires the possibilities of overcoming present normative limitations, if not by way of interpretation, through appropriate legislative interventions. In the last part of the essay, the distinction between security and utility tokens is assessed, foreshadowing the possible use of both these instruments for the purposes of shareholder dialogue policies and stakeholder engagement, both within digital platforms (DAO) and as a function of ESG-oriented governance.