ITALY Trends and Developments Contributed by: Enrico Maria Mancuso, Federico Bracalente, Marco Accorroni and Marco Mariotti, Herbert Smith Freehills Kramer LLP
Behind schedule with respect to the 20 May 2025 transposition deadline, the Italian government pre - sented a draft legislative decree to Parliament on 10 October 2025, thereby initiating the formal transposi - tion process. The text was finally approved as Legislative Decree 30 December 2025, No 211 (the “Decree”). The Decree intervenes on two principal fronts: • the definition of new criminal offences and related penalties for both natural and legal persons; and • the strengthening of corporate compliance obli - gations, in particular by extending the scope of Legislative Decree No 231/2001 and the rules on whistle-blowing. New criminal offences The Decree introduces new crimes “against the for - eign policy and common security of the European Union” into the ICC, relating to conduct that in vari - ous ways undermines EU restrictive measures, with particular regard to economic and commercial rela - tions with third countries and sanctioned natural or legal persons. The new Article 275-bis ICC contains a broad and nearly comprehensive list of prohibited conduct con - trary to EU sanctions legislation, including: • the provision of funds and economic resources to designated persons; • the failure to freeze funds and resources attribut - able to such persons; • the conclusion of economic, commercial or finan - cial transactions prohibited for the import, export, marketing and transport of listed products; and • the provision of financial, intermediation, techni - cal assistance or other services related to listed or independently prohibited products. Notably, and in line with the guidelines provided by the Sanctions Directive, the same provision punishes not only the direct violation but also the circumvention of European restrictive measures – for example, through the transfer or fictitious (or in any case instrumental) registration of assets, as well as the use of false decla -
rations or documents aimed at concealing their actual ownership. Subsequent provisions – Articles 275-ter, 275-quater and 275-quinquies ICC – also criminalise: • the violation of specific information obligations imposed by EU restrictive measures; • the violation of any authorisations granted by the competent authorities; and • the negligent commission of certain more serious cases involving the marketing of listed products, particularly those concerning military equipment or so-called dual-use goods. Penalties for natural persons In terms of penalties, the government – consistent with the Sanctions Directive – introduced fairly strict measures, calibrated according to the seriousness of the individual violations. For the most serious cases governed by Article 275- bis, imprisonment of up to six years is envisaged. This maximum becomes, respectively: • five years for violations of authorisations granted by competent authorities; • three years for serious negligent conduct; and • two years for violations of information obligations. Imprisonment is always accompanied by severe financial penalties, ranging from EUR15,000 to EUR250,000. The penalties are further increased – by one third to one half – in a broad range of aggravated circum - stances, including cases of significant illegal profit, violations committed in the exercise of professional or commercial activities, the instrumental use of false statements or documents and the destruction of potential evidence. Conversely, there is only one mitigating circumstance, available to those who effectively strive to limit the harmful impact of the violation, contribute to the col - lection of evidence, identify any other responsible parties and facilitate the seizure of assets, funds and economic resources linked to the offence.
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