Accustomed to the contract as an agreement between two parties and especially to the order of negotiation / preliminary contract / final contract, we arrive, with some surprises and discomforts, in sequences like those that characterize the sale of qualified social holdings: memorandum of understanding, due diligence, sale and contract of sale, conclusion.[ Sequences that, in the context of applicable Italian legislation, raise, if not unpublished, a whole series of questions, certainly new. Finally, we can see that the proliferation in Italy of “foreign” contracts, which are subject to Anglo-American practice but italian law, highlights certain data: the right to aircraft loses interest, since extraterrestrial contracts are “complete” contracts; This raises the problem of the exception to rules that are based on the principle of good faith, repeating that Italian law does not stop certain extraterrestrial contracts (now accepted and recognized), but calls into question individual clauses, including from the point of view of the style clause. In this way, we can say that the purchase and sale contracts cannot be described as atypical, because they correspond to the Italian model of buying and selling; However, at the choice of interested parties, they follow Anglo-Saxon models and contain a clause relating to Italian law. However, it is now clear that the salinity and sales plans are unique to the Anglo-Saxon tradition. Moreover, the “foreign” contract is often bold, with clauses that do not take into account the mandatory provisions of Italian law and thus lead to possible confrontations. Certainly among the extraterrestrial contracts, we find atypical contracts ex 1322 code civ. (z.B. leasing, factoring, etc.). But the phenomenon that has just been studied is much more complex and much more widespread, because we find among them contracts that we can assign to types for which our law imposes a particular discipline: for example, the sales and sales contract which is for the sale of qualified stakes can be traced back to the sale. The barrier of Italian law with regard to individual clauses seems to be more effective. Once we have interpreted the `foreign treaty`, we will have to judge its validity in the light of our law, namely Italian law. This is the case, for example, when a non-Italian company enters into a contract in Italy with an Italian entity with sufficient contractual force to enforce Italian law as an applicable law.
The phenomenon that is not new has become increasingly intense in recent years: the parties enter into a contract conceived and written on the basis of a different model than that of Italian law, i.e. a common law model, while indicating our national law as applicable law. This does not mean, however, that the Italian lawyer must accept “blind adoption of foreign contract models”. On the contrary, in the light of our law, the Italian lawyer will have to make a critical comparison with these models.  MORELLO U., atypical contracts and the role of practice: review of existing legislation, particularly with regard to atypical associative contracts and sales of controlling interests, in agreements between companies and acquisitions, practices, codification, special legislation by the College of Notaries of Trento, Milan, 1994, p. 3-66; SABATO F., sale of company packages and references: explanatory notes on reflection on contract practice, in dener`s business and documentation techniques, Rome, 1990, p. 629-642; BRECCIA U., Prospects for Contract Law, in Rev.