L’emissione di titoli a breve e medio/lungo termine: l’ampliamento delle opportunità di ricorso al debito per le società di medie e piccole dimensioni introdotte dal “decreto Sviluppo” n. 83/2012

The decree for the “Development” (d.l. June 22, 2012, n. 83) has outlined a new and uniform rules for the issuance of financial instruments specially designed for small and medium-sized enterprises (Chapter II, Article 32), as commercial paper (also in electronic form) and unlisted bonds for SMEs (the “Minibond”). It is functional tools to prepare an environment that makes it easier to develop alternative market debt as an antithesis to the banking channel. In particular, the new rules, as reformulated by the conversion law August 7, 2012, n. 134, to simplify and integrate the actual law of the instruments for the financing of the company, allowing in particular the stress of money and financial markets by issuers so far excluded, such as non-listed companies, medium and small (according to the European classification), while creating new investment opportunities for institutional traders in the context of the national economy. The development of an alternative market of corporate debt (as efficient as that in force in the United States and the United Kingdom) requires, however, rules of transparency and investor protection. This paper analyzes the new regulatory framework in the light of recent changes. The “financial instruments” are examined with reflections intended to frame the new rules in the existing arrangement of matter. The analysis reveals some inconsistencies in the new provisions, which may in any way influence the success of the instruments provided by the d.l. “Development”.