La partecipazione alla società nei mercati tokenizzati tra prospettive di regolazione e di governance

The essay reflects on the degree of admissibility of tokens representing shares under European and national business law, in light of the principles guiding the regulation of digital financial markets, in particular the principle of technological neutrality, and of the regimes governing the representation and circulation of shares. In view of the limited regulatory margins that allow, to date, the exploitation of DLT for the purposes of the representation of share ownership, the contribution identifies the most immediate 'participatory' effects of DLT infrastructures on the social contract, with regard to the configuration on blockchain of participatory rights other than those associated with equity ownership, not (yet) subject to the most stringent market rules, but entrusted to the free play of statutory autonomy. The analysis shows how, pending structural reforms, the technological evolution of markets can already shape participation in the company, both by affecting and facilitating the dynamic-participatory component of social participation in the strict sense, and by accelerating the process, already underway, of hybridisation of forms of participation in the social contract at the crossroads between equity and debt.