Corporate Governance and Directors’ Duties in Italian Company Law: Accountability, Organisational Adequacy and the 2026 Capital Markets Reform

Samenvatting

Italian company law must reconcile the autonomy required for commercial decision-making with the protection of companies, shareholders, creditors and the wider market. That balance is particularly visible in a national economy characterised by listed corporations, family-controlled businesses and small and medium-sized enterprises. The 2026 reform of capital-markets legislation, enacted through Legislative Decree No. 47 of 27 March 2026 pursuant to Law No. 21 of 5 March 2024, amends important provisions of the Civil Code and the Consolidated Law on Finance. This article examines directors’ duties, corporate organisational arrangements, shareholder protection and governance systems, focusing on Articles 2086, 2380, 2380-bis, 2392 and 2476 of the Codice civile. Written from the standpoint of a law student studying commercial law in Milan, the article connects doctrinal rules with practical questions encountered in corporate transactions, restructuring and governance advice. It argues that corporate accountability cannot be measured by the formal existence of boards, committees or compliance policies. Its effectiveness depends on timely information, clear allocation of responsibility, independent oversight and a demonstrable response to risk. The 2026 reform should therefore be assessed not only by its potential to facilitate capital formation, but also by its effect on minority protection, board accountability and the prevention of financial distress. The article proposes a process-oriented approach to directors’ duties, distinguishes legitimate commercial risk from organisational failure, and identifies areas in which implementation and future case law will be decisive.