Suitable organizational structures and “231 models”: the new concept of corporate governance

At a first glance, the company’s system of criminal liability pursuant to Legislative Decree no. 231/2001 and the new rules on insolvency proceedings pursuant to Legislative Decree no. 14/2019 (Code of Company Crisis and Insolvency) do not have common grounds. In truth, both disciplines are inspired by innovative conception of a proactive approach to counter or still prevent the occurrence of negative events for company.

The redesign of corporate governance to early management of the risk represented by crisis shows clear similarities with discipline of Legislative Decree no. 231/2001. The reform of bankruptcy proceedings was inspired by managerial technique of risk approach, whereby the company must adopt risk containment procedures, consequently allocating adequate resources to the management of uncertainty.

Therefore, the two disciplines use risk management aproach as an archetype of business activity, to anticipate or contain the harmful consequences of entrepreneurial activity.

As the commission of criminal offence provided by Legislative Decree no. 231/2001, crisis depicts an inherent risk in business, which the entrepreneur must foresee and deal in appropriate way.

At the end, suitable organisational structures will represent a key principle of corporate governance and the compliance referred to in Legislative Decree no. 231/2001 will take on a privileged role, as companies will have to adopt organisational models able to compliance with adequate internal planning and to monitoring the risk of misbehaviours.

Marta Pasqui