Making Commercial Law: Essays in Honour of Roy Goode

GUIDO FERRARINI

In this essay I intend to examine some aspects of Italian law in the field of personal property security, in particular with regard to the use of nonpossessory security in business financing. One of my purposes is to assess the internal consistency of the Italian legal system as to secured financing and the extent to which it meets the needs of a developed market economy. I will then move on to formulate some proposals as to possible reforms of our legal system which could enhance its economic efficiency and responsiveness to the interests of the business community. In order to make such assessments and proposals I shall look at the Italian legal system from different perspectives; primarily from that of comparative law and, to a lesser extent, from that of economics.

The path to the present analysis was marked by the work of some eminent scholars. I would like to mention here two in particular. One is the late Grant Gilmore, whose seminal work on securities interests led from a dispersed and confused American legislation to the text of Article 9 of the Uniform Commercial Code, of which he himself was a drafter.¹ The fundamental principles of Article 9 are almost universally considered as a model for legislative reforms to be followed by other countries, save for adaptations suggested by the diversity of legal traditions and contexts.² The other is Roy Goode, whose significant contribution to the study of

-477-