The Connection Between "Corporate Structures" and "Organisation and Management Models" Pursuant to Leg. Decree 231/2001

The author examines the analogies, differences and connection between the obligation for companies to adopt "appropriate corporate structures" as envisaged by arts. 2381-2403 of the Italian Civil Code, and the obligation to implement suitable "organisation and management models", pursuant to Leg. Decree 231/01. This analysis starts from the observation that, in terms of the goals pursued by individual regulatory systems, the operational context addressed by the creation of "appropriate corporate structures" also embraces the context addressed by organisation and management models because, while the purpose of the former is to guarantee overall effective corporate management, the purpose of the latter is only to prevent the entity's administrative liability should one of the crimes contemplated by Leg. Decree 231/01 be committed. On the other hand, it is evident that the obligations that regard appropriate corporate structures address a smaller number of companies and entities than the obligation to adopt organisation and management models. The author also analyses both the characteristics that these corporate structures must have in order to be considered "appropriate", and those that organisation and management models must have to be considered "suitable" to meet the goals set by the respective regulations. He dedicates particular attention to an examination of the parties that must adopt corporate structures and organisation and management models and of those responsible for their appropriateness and suitability. Results and conclusions: The final part of the study considers whether, and to what extent, based on an examination of the various disciplines, it is possible to establish that, in the context of modern company law, corporate structures and models constitute two sides of the same coin: a mainstay of correct governance and a benchmark by which to judge the diligence of the management and control bodies.