In recent years, one of the least-known yet most influential mechanisms in Europe’s automotive energy transition has been the CO₂ “pooling” system—a regulatory tool that has significantly shaped the financial dynamics among car manufacturers. The system stems from European Union rules that impose strict limits on the average CO₂ emissions of each automaker’s fleet sold within the EU. Every manufacturer must comply with a maximum emission threshold calculated across all vehicles registered in Europe; failing to meet these limits can result in fines running into the billions.

To avoid such penalties, EU regulations allow automakers to combine their fleets into a so‑called “pool,” a regulatory grouping in which emissions are calculated jointly. In practice, a high‑emission manufacturer can offset its performance by partnering with a company whose vehicles have very low—or zero—emissions.

This is precisely the mechanism that enabled the emergence of a pool led by Tesla. As a producer of exclusively electric vehicles, Tesla naturally generates a fleet with a theoretical average of zero emissions. This makes the company an ideal partner for manufacturers struggling to meet EU targets: by joining the pool, they can artificially lower their fleet average.

Participation, however, is not free. Automakers benefiting from the arrangement pay Tesla for access to its “environmental credits,” at a cost still generally lower than the fines imposed by the European Union.

For Tesla, this system has become an exceptionally valuable revenue stream. The sale of environmental credits and pooling agreements has generated billions of dollars in recent years, forming a meaningful share of the company’s profits. Over time, Tesla built a sizable coalition of partner manufacturers—including Ford, Mazda, Honda, Toyota, Stellantis and other brands whose electrification levels were insufficient to meet EU standards on their own.

In recent months, however, the delicate balance sustaining Tesla’s European pool has begun to shift. Several major members are withdrawing, signaling a meaningful change in how carmakers approach emissions compliance.

Among the most notable departures are Toyota and Stellantis, both of which have opted not to renew their participation in Tesla’s pool for the upcoming EU compliance cycle. The

decision reflects a broader industry trend: reducing dependence on purchased environmental credits and focusing instead on accelerating the electrification of their own line‑ups.

According to multiple industry analysts, the gradual unraveling of the pool suggests that several major automotive groups are moving closer to self‑sufficiency in meeting the EU’s CO₂ thresholds. New electric platforms, rising sales of plug‑in hybrids, and the introduction of fully electric models are helping to improve their fleet‑wide emissions performance.

For years, pooling offered a relatively convenient shortcut: paying Tesla for credits was often cheaper than EU fines, which can reach €95 per excess gram of CO₂ per vehicle sold. But the context is evolving. As new European climate targets approach and electric vehicles become more widespread, several manufacturers are seeking to manage compliance internally—reducing payments to direct competitors.

Such a need necessarily requires a comparison between smart contracts and the traditional concept of contract as regulated by the Italian Civil Code.

A smart contract may be defined as a set of computer instructions, automatically executed on a blockchain, which implement predetermined contractual obligations.

From this definition, an important assumption may be drawn: a smart contract is not a new type of contract, but rather a technological instrument for the execution of an underlying legal agreement.

In simpler terms, smart contracts always presuppose the prior existence of a contract between two or more parties, who choose this instrument to automate its performance.

Having made these necessary premises, it is worth considering whether and how the essential requirements of a contract (Article 1321 of the Italian Civil Code) may be identified within the distinct category of smart contracts.

First, smart contracts lack the requirement of an “agreement between the parties”: they are not an expression of a meeting of wills, but rather a purely technological instrument aimed at executing a pre-existing contract.

As to their cause, it lies in the predominantly instrumental nature of smart contracts, which is functional to the performance of the contract.

The object, instead, coincides exactly with that provided for in the contract in the strict sense, since the smart contract is also aimed at ensuring its correct performance.

A substantial difference finally lies in the requirement of form, since in the case of smart contracts this is always expressed in the form of computer code, which may be written directly by one of the parties or commissioned by them to a third party.

Therefore, precisely because an incorrect drafting of the code would lead to malfunctioning (bugs) of the smart contract, “form” becomes, for this specific instrument, the most essential requirement among those provided for in Article 1321 of the Italian Civil Code.