ITALY Law and Practice Contributed by: David A Röttgen, Andrea Farì, Francesco Fonderico and Ermanno Fonderico, Ambientalex Studio Legale
and containers made of single-use, non-biodegrada- ble and non-compostable plastic have been outlawed (Legislative Decree No 196 of 8 November 2021). 6.4 Shareholder or Parent Company Liability The environmental liability of shareholders follows the general principles of Italian company law. Generally, shareholders of limited liability companies are not liable for the actions of the company itself. There are cases where their liability can be assessed (by pierc- ing the corporate veil) if: • they have taken on a de facto managerial role in the company; or • they have interfered in individual acts or abused powers of direction and co-ordination, in the case of a majority shareholding. According to case law, anyone managing the com- pany in the absence of investiture is considered a de facto administrator. As to the environmental liability of a parent company, in general, the holding and the controlled company are two separate legal entities, except for limited cases set forth by the law (Article 2497 Civil Code) or if the subsidiary has no autonomy with regard to decision- making. The liability regime of the parent company applies if the parent company plays a controlling and co-ordinating role pursuant to Article 2497 of the Civil Code. If the parent company has instructed its subsid- iary to perform acts or transactions that have compro- mised the integrity of the company’s assets in viola- tion of the ordinary principles of proper administration, it will be liable to the creditors and other shareholders for the damage to the assets. Case law is, however, rapidly evolving in this sector. 6.5 ESG Requirements The Corporate Sustainability Reporting Directive (CSRD) (Directive (EU) 2022/2464) amended the pre- vious regulations on the disclosure of non-financial information. In Italy, Legislative Decree No 125 of 6 September 2024, which implements the CSRD, was published in Official Journal No 212 (in force as of 25 September 2024). This introduced corporate sustainability report-
ing to replace non-financial reporting (provided for by the former Legislative Decree 254/2016, now repealed by Legislative Decree No 125/2024 (Article 17, para- graph 3). Legislative Decree No 125/2024 applies to corpora- tions (joint stock companies, limited partnerships, lim- ited liability companies) and some partnerships (gen- eral partnerships and limited partnerships). Insurance companies and credit institutions (ie, banks and finan- cial institutions) are also included, as long as they are large enough to meet the criteria set out in the decree. Excluded are micro-enterprises (ie, companies that do not exceed certain limits in terms of revenues, bal- ance sheet total and number of employees) and the Bank of Italy. The reporting obligation is intended to provide trans- parent and comprehensive information on corporate activities and their environmental, social and govern- ance (ESG) impacts, both for individual companies and groups. Consolidated reporting requires analysis at the group level, whereas individual reporting focus- es on individual companies. According to the provisions of the revised Article 17 of Legislative Decree No 125/2024, amended by Decree Law 95/2025 (also known as the “Omnibus Decree”) and as converted by Law No 118/2025, certain terms have been postponed. The sustainability reporting requirement varies according to the size and type of company, as follows: • from 1 January 2024, the obligation applies to large companies that are public interest entities (eg, listed companies) and that exceed an average of 500 employees employed during the financial year, as well as to public interest entities that are parent companies of large groups that, on a consolidated basis, exceed the average of 500 employees; • from 1 January 2027, the obligation extends to all other large companies, even if they are not among those that exceed 500 employees; • from 1 January 2028, the obligation applies to small and medium-sized listed companies (except micro-enterprises) and other entities, such as small
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