Le mobili frontiere degli assetti adeguati

The duty to establish adequate organisational, administrative and accounting systems now occupies, within contemporary Italian company law, a scope that is unquestionably unprecedented and could scarcely have been foreseen when it was first introduced, in 1998, in the context of the regulation of listed companies. Its systemic significance has reached full expansion with the enactment of Article 2086(2) of the Italian Civil Code, confirming a regulatory and judicial evolution comparable to that which, in the last century, characterised the development of the notion of wrongful damage in the law of tort. The article examines the regulatory and judicial trajectories shaping the duty to implement adequate corporate systems, also in light of its implications within the law of corporate crisis and insolvency. Particular attention is devoted to the liability profiles arising from the inadequacy of such systems, as well as to the potential use of this duty as a protective mechanism not only for shareholders, but also for third parties involved in the company activities.