Voting Trusts and Smart Contracts: Admissibility, Effectiveness and a First Possible Prototype: The Italian Example

One of the most discussed topics in corporate law is the “real” effectiveness of shareholders’ agreements, i.e. the validity of those clauses that prevent the non-fulfilment of the agreements and that therefore ensure fulfilment of shareholders’ agreements as an alternative to compensatory remedies. In fact, as well known, especially with regard to voting trusts, their legitimacy has always been based on their merely personal and obligatory effectiveness, considering null and void those agreements that include the mentioned “real” mechanisms. In this context, technology and, in particular, the entry of blockchain and smart contracts introduces new possible frontiers that this article, taking as an example the Italian legislation (which provides for a specific regulation of smart contracts), intends to explore by also proposing an interpretative solution and a possible embryonic prototype.