Goodwill: Economic Nature and Legal Regulation From the Lex Mercatoria to the Italian Commercial Code of 1882

Goodwill is a topic widely dealt with in business and accountancy literature. It has developed through a complex process over the centuries, being established as an empirical phenomenon in a first phase and obtaining legal recognition and scientific attention in a subsequent phase. Regarding its empirical affirmation, although it cannot be excluded a priori that original forms of goodwill have emerged since ancient times, the research carried out here focuses on the evolutions subsequent to the feudal age, for which significant evidence exists, both legal and economic. In relation to its legal recognition, Roman law had already acknowledged the existence of goodwill (though it excluded the right to compensation), especially in leases and in the relationship between landlord and tenant. From the Lex Mercatoria to the Italian civil and commercial codes, the right to compensation for goodwill has always been denied by the legal system. However, regardless of this attitude, which was clearly unfavorable to the tenant, legal doctrine and accounting studies developed increasingly evolved theories, reaching modern positions at the end of the 19th century that were similar to current ones in many respects. The aim of this research consists of reconstructing the salient phases of the above process through the analysis of the legal rules and literature.