Summary of developments:
  • Ikebiri Community v. ENI court examines parent company and subsidiary’s liability (ongoing).
  • Government’s National Action Plan announces a review of commercial and civil law to assess the introduction of a “duty of care” or due diligence for companies (2016).
  • Legislative Decree no. 231/2001 establishes liability of parent company in criminal law, including for human rights violations (2001).

Legislative Developments

Legislative Decree No. 231/2001 for administrative criminal liability


In a nutshell

In more detail

Name of Legislation

Legislative Decree No. 231/2001

Legislative Decree on administrative (criminal) liability of legal persons

Area of Law

Criminal law

The law introduces criminal liability for companies and legal entities.




Current Stage

In force

“Comprehensive study” to assess its scope and adapt to the UNGPs (announced as part of the National Action Plan on Business and Human Rights in 2016).


Legal entities may be liable when a crime is committed in their interest or to their advantage.

Liability accrues the following requirements are met:

i) The crime is included in the exhaustive list provided by the Decree;

ii) The crime has been committed with the participation of an employee/manager of the legal entity;

iii) The crime has been committed in the interest or to the advantage of the company.

In order to avoid incurring liability, the company shall demonstrate that:

a) It has efficiently adopted a "model of organisation, management and control" with the potential to prevent the crime that occurred, and

b) It has established an internal body entrusted with monitoring and supervising compliance with this model.

Material Scope

Criminal offences, including specific human rights violations and environmental crimes.

The scope of the Legislative Decree has been amended several times. It currently includes specific Human Rights violations (Art. 24 and following).

Among others: female genital mutilation, slavery, human trafficking, forced labour, juvenile prostitution and pornography, manslaughter or serious bodily harm committed in breach of laws governing the safeguarding of workplace health and safety, employment of illegally staying third-country nationals, and environmental crimes (such as environmental disaster, environmental pollution, failure to decontaminate, etc.).

Reach of the requirements

May apply to the entire supply chain, including subsidiaries operating abroad.

According to the Decree, the parent company may be considered accountable for the crimes committed by other members of the corporate group, provided that a natural person acting on the parent company's behalf and pursuing its interests also participated in the crime.

Corporate liability may also accrue for human rights abuses committed by Italian enterprises operating abroad, especially if part of violations that occurred in Italy and if the state where the offence occurred has not yet initiated proceedings.


Criminal liability is enforced through administrative fines and disqualification measures.

Fines are assessed on the severity of the act, the degree of liability on the part of the body, and the activity performed to eliminate or mitigate the consequences of the act in order to prevent the commission of further unlawful acts.

Fines are applied for quotas no lower than one hundred and no greater than one thousand. Amounts range from no less than 258,000 Euros to a maximum amount of 1.549,000 Euros.


The provision raised awareness among companies about prevention of eventual offences, in accordance with the objectives of human rights due diligence.

It establishes parent company liability and puts the burden on companies to prove that they have efficiently:

• Adopted a "model of organisation, management and control" able to prevent the crime that occurred;

• Established an internal body entrusted with monitoring and supervising compliance with the model.


Still limited to criminal liability.

Requires the participation of a parent company’s employees or staff.

The scope of the law is still limited to human rights violations codified as criminal offences.

In order to establish parent company liability for the acts of a subsidiary, an employee/manager of the latter must have participated in the commission of the offence and have acted in the corporation's interest. It remains difficult to prove the involvement and the interest.

Broader Application to Other Sectors

NAP 2016 mentions possible broadening of the scope and application of the Decree.

NAP 2016 mentions a "comprehensive study" of the Decree 231 in order to evaluate its potential extension of the scope and application of the administrative liability of legal entities.


♦ Overview of the legislative Decree by the Human Rights International Corner (HRIC) (2019).

Case Law

Ododo Francis v. ENI


In a nutshell

In more detail

Name of the case

Ododo Francis v. ENI and Nigerian Agip Oil Company (NAOC)

Claimant is Ododo Francis Timi, IKE VII as legal representative of the Ikebiri community, also known as kingdom of Ikebiri, located in the State of Bayelsa, Nigeria. The respondents are the Italian multinational, ENI, and its subsidiary in Nigeria, NAOC.

Area of Law

Environmental, tort law claim



Court of Milan - Italy


Current Stage

Waiting for the first hearing.

Hearing expected in mid-January 2018.


Claimants ask for clean-up  and compensation for damages caused by an oil spill

The community has asked the court to ascertain the responsibilities of the parent company, ENI, and its subsidiary in Nigeria for an April 2010 oil spill.  

The claimants have asked for compensation in the amount of at least 689,198,400 Naira. They have also requested that the defendants clean up the polluted area, and that pollution levels be reduced below the threshold prescribed by Nigerian law (50mg/kg).

Material Scope


Reach of the requirements

Throughout supply chain

If the parent company is held liable for the oil spill caused by its subsidiary, it would mean that it has a duty of care for the entire corporate structure.





If liability is established, parent companies will have a duty of care for the actions of their subsidiaries.

If the judge holds the parent company liable, the case would recognise a parent company duty of care for subsidiary actions committed abroad.

Broader Application to Other Sectors

The recognition of the parent company's duty could be extrapolated to other similar cases.  

Companies based in Italy could be held liable for acts committed by their subsidiaries in other countries.


Summary of Case.

Policy developments

National Action Plan

The National Action Plan adopted by the government in 2016 recommends in the "Planned measures" section to foster the implementation of the United Nations Guiding Principles on Business and Human Rights to:

  • "Conduct a comprehensive review of the existing commercial and civil law to assess and evaluate legislative reform introducing provisions such as the ‘duty of care’ or due diligence for companies".

In particular, it includes:

  • "Conduct a comprehensive study of the Law 231/2001 in order to evaluate potential extension of the scope and application of the administrative liability of legal entities".


National Action Plan (English).

♦ NAP’s assessment by the Human Rights International Corner (HRIC).

  • Law
  • Legal Case
  • Policy development