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In brief

On 9 December 2022, the Italian Government preliminary approved the draft legislative decree implementing Directive EU 2019/1937 (so called “Whistleblowing Directive”), aimed at protecting whistleblowers against retaliation and other negative consequences.

Key takeaways

Specifically, the draft legislative decree provides for the introduction of specific standards and requirements to be met by Italian companies, including the adoption of whistleblowing channels/systems and deadlines by which companies must transmit the reports received to the competent internal body and reply to the whistleblower.

In addition, the current draft of the legislative decree provides for the amendment of Article 6, paragraph 2 bis, of Legislative Decree 231/2001 on corporate liability, by providing that the whistleblowing channels and sanction system already governed by the relevant 231 models should be organized in accordance with the new legislative provisions. As a consequence, all companies which have adopted an organization, management and control model pursuant to Legislative Decree 231/2001 will be required to promptly update it. Indeed, failure to align to the new requirements may lead to: (i) administrative sanctions ranging from EUR 10,000 to 50,000; (ii) the inefficacy of the company’s 231 models, thus nullifying its safe harbor effect (i.e., exemption of the company from corporate liability); (iii) potential reputation damages for the company since the non-compliance with the new legislative decree will be reported to the Italian Anti-Corruption Authority, which will be the authority in charge of issuing the sanctions; and (iv) potential liability of the directors and managers vis-à-vis the company and its employees.

As of today, the draft has been transmitted to the Chamber of Deputies and its transmission to the Senate is awaited. After the consultation by the relevant parliamentary committees, the Italian Government will definitively approve the legislative decree. 


Roberto Cursano has been a lawyer in Baker McKenzie since September 2007. He focuses on healthcare law and compliance, and assists in tender procedures, the negotiation of public contracts and litigation before administrative courts. Mr. Cursano is a former administrative officer in the Italian Ministry of Health and helps clients work closely with the Italian Public Administration. He is admitted to the bar before the Italian Supreme Court and the Council of State. As well as training and tutoring in the master’s degree program on clinical trials of pharmaceutical products at the University of Rome Sapienza, Mr. Cursano regularly publishes articles and scientific contributions. He also frequently hosts and participates in seminars and presentations on pharmaceutical and administrative law matters.


Riccardo Ovidi is an Associate in Baker McKenzie Rome office.

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