Il divieto di patto leonino dopo il Codice della crisi, tra incentivi alla corretta gestione imprenditoriale e tutela del contraente debole

The article enters the unceasing debate on the scope of the prohibition of the so-called leonine agreement in the Italian legal framework, adding a fresh perspective on the topic, which takes into account the innovations introduced by the new bankruptcy code. This analysis calls into question the common argument that the participation of each shareholder in profits and losses of the company is an effective tool to promote efficient business management, showing that, under Italian company law, the same goal is rather pursued by the means of rules governing directors’ duties and liability. In this respect, special systematic significance is attached to the duty to establish adequate internal organizational, administrative and accounting structures, which now applies not only to corporations, but also to partnerships. On this basis, the author denies that the prohibition of leonine agreement reflects a general principle of the legal system and advocates a strict interpretation of the provision.