Le clausole covenants come strumento di governo del contratto e degli assetti di mercato

The essay analyzes the covenants clauses, born in the United States, but now widely spread also in civil law systems, which are included in loan and bond contracts and provide for increasing forms of creditor interference in the debtor’s business. The remedies for the violation of these agreements reflect the interests of the parties, who both aim at preserving the relationship. Hence the preference for maintenance remedies, above all renegotiation, and the idea of adopting ablative solutions only as a last resort. In this perspective, covenants act as a contract governance tool, since they allow the parties to manage and adapt their relationship to new circumstances. At the same time, covenants help the main contract to serve its regulatory role within the market.