We held a seminar/webinar yesterday on the proposed reform of Legislative Decree 231 of 2001, which aims at reshaping key aspects of criminal liability of corporate entities. Basics on 231 liability can be found here.

The speakers, Fabrizio Sardella, Gaia Zunino and myself, highlighted the following key points:

(i) The preventive nature of the 231 system is going to be strengthened through the elevation of “organizational fault” (colpa di organizzazione) to a core element of 231 corporate liability.

(ii) The public prosecutor would be required to identify the specific organizational shortcomings underlying the alleged 231 liability.

(iv) The current burden of proof on corporate entities for any offences committed by senior managers will be shifted to the public prosecutor.

(iii) In case of negligent offences, the company’s “interest or advantage” would exist in case of significant cost saving or production increase.

Lastly, the speakers stressed that the reform remains a draft bill and has not yet entered into force. Nevertheless, the direction is clear: companies will increasingly be assessed on the effectiveness of their compliance frameworks rather than on formal adherence alone.

Organizations that proactively review and strengthen their governance, internal controls, training, whistleblowing procedures, and 231 Models today will be better positioned to adapt to the final version of the reform and demonstrate a genuine culture of compliance.