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    Integration with 231 Liability

    In the corporate and financial sector, entity liability is triggered when the offences provided for by Articles 25-ter and 25-sexies of Legislative Decree 231/2001 are committed in the interest or to the advantage of the company.

    Integration with liability under Legislative Decree 231/2001

    In the corporate and financial sector, entity liability is triggered when the offences provided for by Articles 25-ter and 25-sexies of Legislative Decree 231/2001 are committed in the interest or to the advantage of the company.

    In particular, the following are relevant:

    • the corporate offences under Article 25-ter
    • market abuse and the insider trading and manipulation offences under Article 25-sexies

    In this context, the assessment of entity liability is not limited to establishing the predicate offence, but extends to the organisational structure as a whole.

    Of decisive importance are:

    • the existence or absence of organisational fault
    • the effective implementation of the Organisational, Management and Control Model
    • the adequacy of governance safeguards
    • internal procedures for managing inside information
    • control systems for corporate communications and relations with supervisory authorities
    • the traceability of decision-making processes in sensitive areas

    In economic criminal law, a truly operational corporate governance and financial compliance system is not a mere formal requirement, but a structural element capable of decisively affecting: the existence of entity liability; the assessment of model adequacy; the intensity of applicable sanctions; the possibility of avoiding disqualification measures.

    Organisational prevention and procedural defence are thus joined in a single strategy: the quality of the corporate structure represents both a preventive safeguard and a defensive instrument.

    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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