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, butnow widely spread also in civil law systems, which are included in loan andbond contracts and provide for increasing forms of creditor interference inthe debtor’s business. The remedies for the violation of these agreements reflectthe interests of the parties, who both aim at preserving the relationship.Hence the preference for maintenance remedies, above all renegotiation, andthe idea of adopting ablative solutions only as a last resort. In this perspective,covenants act as a contract governance tool, since they allow the partiesto manage and adapt their relationship to new circumstances. At the sametime, covenants help the main contract to serve its regulatory role within themarket.