This article shows a general overview over a comparison between efficiency of some organizational Corporate Law aspects both of USA (mainly Of Delaware Corporate Law) and Italy. It is particularly focused on the problems of the stabilization of Law’s applicability, basically from the perspective regarding the system of capitalization of companies. Many analogies have been analyzed likewise the most significant differences have been explored in the light of the so called “corporate capital system” to better understand the key role played by capital investments in terms of efficiency of companies and also to make clearest its impact on the growth or decline of an economic cycle . For this aim, a large number of data coming from the last three years Doing Business Reports has been largely used to link the suggestions given by The World Bank to Governments with the regulation recently adopted by Italy to harmonize its own rules to the needs of entrepreneurs thus making easier both investments and starting businesses.

1.Reasons for the success of legislation. Why companies choose Delaware? Without claiming to be based on exhaustive research, the following pages aim simply to emphasize the self-evident necessity of an extensive and thorough comparison between some of the rules of Corporate Law in the USA and those in Italy. At the same time, I would make this comparison, free from every subjection (sometimes typically Italian) to other juridical or economic systems. The need for a comparison with the American system seems to be absolutely essential, considering the significant success of the United States system in terms of economic efficiency, even if over the last twelve years the Italian system has significantly improved. Several extensive and in-depth interventions have been recently introduced in Italian Corporate Law; all characterized by the attempt to make the rules concerning corporate organizations (and therefore the economy itself) more efficient and encourage competition.  The investigation becomes undoubtedly challenging given the Delaware’s absolute leadership, among all USA state "Corporate Law" legislations and jurisdictions. Since 2007, in fact, more than half of the 500 companies surveyed by the Fortune 500 Report, chosen to operate under the discipline of the Delaware Corporate Law[1]. The analysis becomes indispensable, especially in the light of the World Bank’s annual Doing Business Report (at the moment however in its fourteenth edition) which studied such legal rules in terms of their impact on the economic efficiency, whose such Report has declared the better or the worse proclivity to stimulate economic initiative, sometimes indicating the limits or the risks which arise from their stubborn conservation.  The conclusions of the Report undoubtedly have been of great importance for national Legislators, especially European ones. Furthermore, it must be added that the presence of efficient rules, particularly in the economic sectors, often becomes the key factor for foreign investors in deciding to start new economic initiatives. This is of decisive importance for economic recovery, particularly in periods of stagnation. A few years ago, I ran into a Law article entitled “Why Corporations Choose Delaware” by Lewis S. Black Jr., which seemed to me a paradigm for understanding the main reasons for what is indisputably a triumphant success. Another statistic that stimulated my curiosity to understand better:  more than one million businesses (U.S. and International) are headquartered in Delaware, further testifying to the real entrepreneurial orientation to attribute a special significance to Delaware’s Legislation and its application. What makes Delaware so attractive? The most important reasons commonly cited among those that have enabled Delaware’s success in the discipline of Corporate Law are: 1) the flexibility of the corporate rules of the organization; 2) the stability and [continua..]