Quattro variazioni sul tema "contratto, impresa e società nel pensiero di Carlo Angelici"

This essay takes Carlo Angelici’s body of work, and especially his new book, La società per azioni- Principi e problemi, in Trattato di diritto civile e commerciale, Giuffrè, Milano, 2012, as a point of departure to discuss the relationship between corporation law and the contract model. Angelici’s main thesis is that the model of contract is not able to frame and explain the specific discipline of the corporation. While I find Angelici’s motivation very well designed and acutely argued, I find his characterisation of the corporation as a non-contractual institution ultimately unconvincing. My thesis is that the author uses a too narrow notion of contract, essentially the short-term contract fit for discrete transactions. I mantain instead that the evolution of the social division of labor has led to the emergence of new models of contract well suited to frame even the phenomena governed by corporation law.