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    Corporate Crimes: General Framework

    Corporate crimes, governed by Title XI of Book V of the Civil Code (Articles 2621–2641), constitute one of the central nuclei of economic criminal law and apply, in various capacities, to:

    Corporate crimes in business criminal law

    Corporate crimes, governed by Title XI of Book V of the Civil Code (Articles 2621–2641), constitute one of the central nuclei of economic criminal law and apply, in various capacities, to:

    • directors
    • general managers
    • executives responsible for the preparation of corporate accounting documents
    • statutory auditors and members of supervisory bodies
    • liquidators

    These are offences that safeguard the correctness of corporate information, the protection of share capital, the protection of creditors and the regular functioning of supervisory bodies.

    In the system of administrative liability of entities, Article 25-ter of Legislative Decree 231/2001 identifies the corporate offences relevant also for the purposes of entity liability, with consequent exposure to pecuniary and disqualification sanctions where the offence is committed in the interest or to the advantage of the company.

    In this area, governance, internal control systems and the effective implementation of the Organisational Model are of decisive importance, both in a preventive and defensive context.

    Competenze correlate

    Bancarotta e Reati della Crisi d'ImpresaReati TributariReati PrevidenzialiResponsabilità Amministrativa degli Enti – D.Lgs. 231/2001Riciclaggio e Reati Economico PatrimonialiContraffazione e Tutela Penale della Proprietà Industriale

    Approfondimenti correlati

    Estradizioni e Mandati di ArrestoMandato di arresto europeo (MAE): radicamento in Italia e rifiuto della consegnaRiciclaggio e Reati Economico PatrimonialiConfisca a metà: la Cassazione boccia la doppia motivazione su profitto e sproporzioneRiciclaggio e Reati Economico PatrimonialiSequestro su rogatoria estera: l'art. 724 c.p.p. alla prova della Corte costituzionale

    Frequently asked questions about Corporate, Financial and Market Crimes

    When do false corporate communications have criminal relevance?
    False corporate communications become criminally relevant when misrepresentations in financial statements or other corporate communications exceed the materiality thresholds under Article 2621 of the Civil Code and are capable of misleading others. The defence focuses on distinguishing discretionary accounting choices from criminally relevant misrepresentation, and verifying the actual deceptive capacity of the conduct.
    How is self-laundering distinguished from money laundering in the corporate context?
    Self-laundering (Article 648-ter.1 of the Criminal Code) punishes those who use or transfer proceeds from their own offences in economic or financial activities, obstructing their identification. It differs from money laundering in that the active party is the same person who committed the predicate offence. The defence analyses the origin of funds, the characterisation of transactions, and the distinction between productive use and criminally relevant conduct.
    What are the liability profiles of corporate supervisory bodies?
    Members of the board of statutory auditors, the supervisory board, and auditors may be held liable for failure to supervise when their passive conduct has allowed or facilitated corporate offences. Liability requires proof of a qualified omission, knowledge of the irregular situation, and a causal link between the omission and the damage caused.
    What is market manipulation and when is it criminally relevant?
    Market manipulation (Article 2637 of the Civil Code and Article 185 of the Consolidated Finance Act) punishes the dissemination of false information and the carrying out of simulated transactions capable of significantly altering the price of financial instruments or commodities. The defence verifies the actual deceptive capacity of the contested communications, their effective dissemination to the market, and the subjective element of specific intent to manipulate the market.
    How does the defence work in insider trading proceedings?
    Insider trading (Article 184 of the Consolidated Finance Act) punishes those who, possessing inside information, carry out transactions in financial instruments or communicate such information to third parties. The defence focuses on whether the information qualifies as inside information (precise, non-public, and price-sensitive nature), proof of specific intent, and the distinction between the use of inside information and normal market analysis.

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