Rivista del Diritto Commerciale e del diritto generale delle Obbligazioni

Abstract: Green Bonds: Issues and Perspectives - The European Regulation No. 2631/2023 has introduced a detailed regulation of the information due to the market from companies issuing bonds with a “green” label. Essential feature of this type of bond, which has been experiencing a widespread presence on the market for several years by now, is the allocation of the proceeds to the financing of activities aligned with the Taxonomy Regulation (EU) No. 852/2020. This Article addresses some of the main issues raised by the new regulation. In doing so, it emphasizes the paramount importance of a conceptual shift: from the paradigm of the «reasonable» investor, who is interested only in increasing the return on investment, to the paradigm of the «responsible» investor, who is willing to sacrifice her welfare maximization if that serves ESG objectives. This shift has significant policy implications, both in terms of relevance of the information to be disclosed in the prospectus and in terms of legal remedies for the investor in the event that such information is incomplete or deceptive.  

Sommario: 1. Premessa. – 2. La fattispecie. – 3. La disciplina: la trasparenza informativa. – 4. (Segue): la responsabilità da prospetto “verde”.  

Keywords: Company Law — Listed Company — Bonds — ESG Factors.