The Sensitivity of Corporate Accusations

Facing criminal proceedings for false corporate communications is one of the most critical moments in the professional lives of directors, statutory auditors, and company executives. I fully understand the stress and concern for one's reputation and personal freedom that arise from such allegations. As a criminal lawyer operating in Milan, the beating heart of the Italian economy, I deal daily with the complexity of corporate crimes. My goal is to offer clear guidance and impeccable technical defense to those involved in investigations concerning the transparency of financial statements and corporate communications.

The Regulatory Framework: The Crime of False Financial Statements

The crime of false corporate communications, commonly known as false financial statements, is primarily governed by Articles 2621 and 2622 of the Italian Civil Code. The law punishes directors, general managers, executives responsible for preparing the company's accounting documents, statutory auditors, and liquidators who, in financial statements, reports, or other corporate communications required by law, present material facts that are not true or omit material facts relevant to the company's economic, asset, or financial situation. The law aims to protect the transparency and trust that third parties (shareholders, creditors, the market) place in the veracity of company information.

It is crucial to understand that the legislation has undergone several reforms over the years, oscillating between partial decriminalization and increased penalties. Today, the conduct is criminally relevant when it is capable of misleading the recipients of the communication. A crucial element for the configurability of the crime is intent (dolo): an accounting error is not enough; rather, there must be awareness and the will to deceive shareholders or the public to obtain an unjust profit for oneself or others. The distinction between listed and unlisted companies also plays a decisive role in the severity of the penalties provided.

Studio Legale Bianucci's Approach to Corporate Criminal Defense

Defense in the field of corporate criminal law requires technical expertise that goes beyond a simple knowledge of the criminal code, necessarily encompassing notions of accounting and financial statements. The approach of Avv. Marco Bianucci, an expert lawyer in corporate criminal law in Milan, is based on a rigorous analysis of the disputed accounting documentation. The defense strategy is not limited to contesting the accusation on legal grounds but delves into the merits of the valuation estimates that are often at the heart of the Public Prosecutor's allegations.

Collaborating, where necessary, with expert technical consultants specializing in auditing, the firm works to demonstrate the absence of the subjective element of the crime (intent) or the lack of offensiveness of the conduct. Often, in fact, what are qualified as falsehoods are actually legitimate discretionary assessments or errors devoid of concrete misleading capacity. The objective is to dismantle the prosecution's case by demonstrating that the communications provided, even if disputed, were not capable of deceiving third parties or did not significantly alter the representation of the company's reality.

Frequently Asked Questions

What are the penalties for false corporate communications?

The penalties vary depending on the type of company. For unlisted companies (Art. 2621 c.c.), the penalty is imprisonment from one to five years. For companies listed on regulated markets (Art. 2622 c.c.), the sanction is more severe, providing for imprisonment from three to eight years. There are also less serious offenses (Art. 2621-bis c.c.) if the facts are of minor importance, for which the penalties are reduced.

Does the crime exist even if there was no economic damage to the shareholders?

Yes, the crime of false corporate communications is considered, in many of its configurations, a crime of danger. This means that the conduct is punishable simply for having presented false data in a way that is capable of misleading recipients, regardless of whether actual financial damage has occurred. However, the presence or absence of damage affects the prosecution (official or upon complaint) and the severity of the sanction.

What is meant by material relevant facts?

Not every inaccuracy in a financial statement constitutes a crime. The law refers to material facts whose false presentation (or omission) is concretely capable of misleading recipients about the company's situation. If the alteration is minimal or concerns insignificant details that do not change the perception of the company's solidity, the crime may not be constituted or may fall under the minor offense category. As an expert lawyer in corporate crimes, I carefully assess the threshold of relevance in each individual case.

Can members of the board of statutory auditors also be investigated?

Absolutely yes. Statutory auditors have the duty to supervise correct management and the preparation of financial statements. If they fail to exercise their oversight powers, contributing (even just morally or by omission to prevent) to the directors' commission of falsehood, they can be held criminally liable for complicity in the crime.

Request Specialized Legal Consultation

Accusations of false corporate communications require a prompt reaction and a defense strategy developed from the earliest stages of preliminary investigations. If you have received a notice of investigation or fear being involved in proceedings for corporate crimes, leave nothing to chance. Contact Avv. Marco Bianucci at the Milan office for an in-depth and confidential assessment of your position. The defense of your professionalism and your freedom begins with a conscious choice of defense counsel.