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Prediction: Italy: New corporate sustainability reporting rules will significantly impact D&O liabilities

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Prediction

Substantial new corporate sustainability reporting duties now apply to certain categories of Italian companies (including insurance companies) following the enactment of Legislative Decree No. 125/2024, implementing Directive 2022/2464/EU. We expect there to be a significant effect on D&O liabilities, particularly concerning Environmental, Social, and Governance (ESG) risks. Directors must ensure that accurate ESG information is provided in compliance with the regulations, which introduce the possibility of administrative sanctions in case of breach. Each company must then monitor compliance with the provisions and report in its annual shareholder meeting. Internal and external analysis requires companies to monitor not only the impact of their activities externally on stakeholders but also the risks posed by external factors, such as climate change, on the company’s financial performance. The implementation of this decree could therefore increase legal actions against directors, especially for greenwashing charges and ESG transparency violations. Directors will need to update governance practices and policies to avoid potential sanctions and reputational damage, proactively managing sustainability within the company’s strategy. These new provisions require a careful review of policy wordings to take into account the risk of new liabilities towards third parties and/or company shareholders.