As it is widely known, Italian Legislative Decree No. 231/2001 (Decree 231) governs the liability of legal entities (including Italian subsidiaries of foreign companies) in case certain offenses (the Predicate Crimes) are committed in the interest or to the benefit of the entity by its directors, managers, representatives, or employees under their surveillance.

The legal entity might avoid liability under Decree 231 if, inter alia, (i) it has adopted, effectively implemented, and kept up to date an internal organisational, management and control model (the Model 231), and (ii) it has appointed a Supervisory Board (Organismo di Vigilanza) to monitor and ensure company’s compliance with the Model 231.

The adoption and implementation of a Model 231 is not mandatory under Italian law. However, failure to do so could expose a company to potential risk of liability if a Predicate Crime is committed in its interest or to its benefit, insofar the entity would not have the chance to demonstrate that a compliance system was set in order to prevent offenses of the type occurred (i.e., there was not an organizational fault).

The Italian legislator frequently modifies the list of Predicate Crimes (and/or the definitions of specific Predicate Crimes) for which a