Gli strumenti finanziari nell'era digitale

This paper analyses the process of digitisation of financial instruments following the adoption of distributed ledger technologies (DLT). Starting from a historical analysis of mass credit instruments and their traditional function of wealth mobilisation, the study reconstructs the gradual decline in the centrality of the chartula in favour of the dematerialisation of financial instruments and their current digitised form. In this context, the digitisation of financial instruments is examined as a distinct phenomenon, but in line with dematerialisation, questioning the legal nature of crypto-assets. The paper then focuses on the regulatory framework introduced by Regulation (EU) 2022/858 (DLT Pilot Regime) and the national regulations laid down by Decree-Law No. 25/2023 (the so-called Fintech Decree), analysing the Italian model for the issuance and circulation of digital financial instruments, the central role of the DLT register and the unique figure of the register manager. Through a comparative analysis with the German experience, the different approaches adopted in the management of digital registers and in the concentration of responsibilities on the register administrator are highlighted. The research also explores the impact of the use of DLT on company law, with particular reference to the issuance of digital financial instruments, the registration and identification of owners, the relationship between the DLT register and the shareholders' register, and the potential of DLT applied to the exercise of corporate rights. Overall, the work reconstructs an essentially technological evolution which, moving from traditional credit instruments, through the dematerialisation of financial instruments, to the current phase of digitisation, highlights how this progression has also affected corporate organisation, bringing to light critical issues but also significant opportunities for innovation.