Contributed By CMS Adonnino Ascoli & Cavasola Scamoni
As a general rule, the Italian legal framework concerning corporate governance is based on the principle that the management body is responsible for setting up a proper system of governance and controls, which must be tailored to the type and size of the company and to the activities carried out.
The directors are liable vis-à-vis the company, shareholders and third parties for any damage that may be caused as a consequence of an improper design of the corporate governance of the company.
The main recent development concerning corporate governance in Italy was carried out with Legislative Decree no 14/2019, the 'Code of Crisis and Insolvency', published in the Official Gazette no 38 of 14 February 2019.
Within a wide-reaching reform of the legal framework governing financial crises and insolvency procedures, the Italian legislator amended a number of provisions of the ICC to ensure a more responsible approach to corporate crises.
In general, the reform strengthened the duties and responsibilities of directors related to obligations to:
The majority of the provisions of the Code of Crisis and Insolvency will enter into force 18 months after its publication date, ie, on 14 August 2020. However, few provisions amending the ICC became effective on 16 March 2019, including, for example, those setting forth new and lower thresholds for the appointment of the controlling/auditing body in SRLs, in accordance with Article 2477(3) ICC.