Establishment of a compliance system and director liability:

Company law

As repeatedly reported in the Client Letter, Italian law already has statutory compliance provisions since 2001 (Law 231/2001), according to which the company's governing bodies are personally liable if they fail to prove that they have introduced an effective compliance system ("modello organizzativo") in the company.

In Germany, an explicit statutory regulation is missing so far, so that the decision of the Nuremberg Higher Regional Court of 30.3.2022 (12 U 1520/19) is of particular importance. According to the findings of the Higher Regional Court, managing directors must create an organisational structure within the company with which they can control the legality of the company's actions and avoid breaches of duty. In the case decided, the managing director therefore had to compensate the company for the damage it had suffered as a result of an obviously confused regulation in the issuing of fuel cards which entitled employees to fill up with fuel at the company's expense.

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