Abstract
The purpose of this concise and brief paper, which is deliberately slim in size and bibliography, is contained. First of all, it aims to show the existence of several forms of compliance characterized by different geneses and purposes and, therefore, to highlight the ambiguity of a term that is not always used in a univocal sense, due also to its links with other issues that are currently highly debated. Moreover, it argues that despite the different forms and meanings that compliance can assume, it is possible to identify a common unifying thread. On the basis of a positive assessment of the development of compliance, especially in relation to the ever-increasing importance of legal and reputational risks associated with economic activity, the paper ends with a brief overview of the legal instruments available to support this trend or, more properly, to ensure that the proclaimed importance of compliance is accompanied by effective implementation suitable to positively affect business management.
This is a preview of subscription content, log in via an institution to check access.
Access this chapter
Tax calculation will be finalised at checkout
Purchases are for personal use only
Similar content being viewed by others
Notes
- 1.
Although we can talk about compliance in relation to any type of organized body, in these notes, the discussion will be limited only to those institutionally aimed at carrying out an economic activity for profit, that is to say, companies. However, many of the observations made may also apply to other types of entities.
- 2.
Complex companies can be understood as those that make use of public savings and those that operate in sectors with high public regulation.
- 3.
Except, of course, in addition to possible reputational damage, civil liability for criminal offences.
- 4.
See Action Plan 2018 of the European Commission (EC 2018), “Action 10: Fostering sustainable corporate governance and attenuating short-termism in capital markets: 1. To promote corporate governance that is more conducive to sustainable investments, by Q2 2019, the Commission will carry out analytical and consultative work with relevant stakeholders to assess: (i) the possible need to require corporate boards to develop and disclose a sustainability strategy, including appropriate due diligence throughout the supply chain, and measurable sustainability targets; and (ii) the possible need to clarify the rules according to which directors are expected to act in the company’s long-term interest. 2. The Commission invites the ESAs to collect evidence of undue short-term pressure from capital markets on corporations and consider, if necessary, further steps based on such evidence by Q1 2019. More specifically, the Commission invites ESMA to collect information on undue short-termism in capital markets, including: (i) portfolio turnover and equity holding periods by asset managers; (ii) whether there are any practices in capital markets that generate undue short-term pressure in the real economy.”
- 5.
It is interesting to note that the study prepared by the European Union for the European Commission and then also the questionnaire on the proposal for a directive on sustainable corporate governance put out for public consultation were received with harsh criticism from both the academic and business worlds.
References
Armour, John, Brandon Garrett, Jeffrey Gordon, and Geeyoung Min. 2020a. Board Compliance. Minnesota Law Review 104: 1191ff.
Armour, John, Jeffrey Gordon, and Geeyoung Min. 2020b. Taking Compliance Seriously. Yale Journal on Regulation 37: 1–66.
AGCM [Autorità Garante della Concorrenza e del Mercato]. 2018. Linee guida sulla compliance Antitrust. Website of Autorità Garante della Concorrenza e del Mercato. https://www.agcm.it.
Bank of Italy. 2007. Provvedimento del 10 luglio 2007. www.bancaditalia.it
Basel Committee [Basel Committee on Banking Supervision Compliance]. 2005. Compliance and the Compliance Function in Banks. https://www.bis.org/publ/bcbs113.htm.
Benazzo, Paolo. 2020. Organizzazione e gestione dell’«impresa complessa»: compliance, adeguatezza ed efficienza. E pluribus unum. Rivista della Società, 1197.
Cerrato, Stefano A., ed. 2019. Impresa e rischio: Profili giuridici del risk management. Torino: Giappichelli.
Coffee, John C. 2020. The Future of Disclosure: ESG, Common Ownership, and Systematic Risk. European Corporate Governance Institute [ECGI] Working Paper Series in Law 541/2020.
COSO [Committee of Sponsoring Organizations of the Treadway Commission]. 2017. Enterprise Risk Management Integrating with Strategy and Performance. COSO website. https://www.coso.org.
EC [European Commission]. 2018. Action Plan: Financing Sustainable Growth. COM (2018) 97.
EU [European Union]. 2020. Study on Directors’ Duties and Sustainable Corporate Governance, Final Report. Publications office of the EU.
Fink, Larry. 2020. A Fundamental Resha** of Finance. BlackRock website. https://www.blackrock.com/us/individual/larry-fink-ceo-letter
Fortunato, Sabino. 2019. L’informazione non-finanziaria nell’impresa socialmente responsabile. Giur Communications 1: 415ff.
Ghezzi, Federico. 2019. Le linee guida sull’antitrust compliance, tra finalità educative e dissuasive ed incentivi ad una condotta ‘eticamente corretta’ dell’impresa. Rivista della Società 91.
Hopt, Klaus J., and Rüdiger Veil. 2020. Gli stakeholders nel diritto azionario tedesco: il concetto e l’applicazione. Spunti comparatistici di diritto europeo e statunitense. Rivista della Società 64: 921–955.
KPMG. 2018. Informativa extra finanziaria: da compliance a governance strategica dei rischi e delle opportunità. Survey sull’applicazione del D.Lgs. 254/2016.
Langevoort, Donald C. 2002. Monitoring: The Behavioral Economics of Corporate Compliance with Law. Columbia Business Law Review 71: 74–118.
———. 2017. Cultures of Compliance. American Criminal Law Review 54: 933–977.
Miller, Geoffrey P. 2014. The Compliance Function: An Overview. New York University School of Law, Law & Economics Research Paper series, working paper no. 14-36.
———. 2018. An Economic Analysis of Effective Compliance Programs. In Research Handbook on Corporate Crime and Financial Misdealing, ed. Jennifer Arlen, 247–262. Cheltenham: Edward Elgar.
Rossi, Guido, ed. 2017. La corporate Compliance: una nuova frontiera per il diritto. Milano: Giuffré.
Tombari, Umberto. 2019. “Poteri” e “interessi” nella grande impresa azionaria. Giuffré Francis Lefebvre.
US Business Roundtable. 2019. Business Roundtable Redefines the Purpose of a Corporation to Promote ‘An Economy That Serves All Americans’. Statement on the Purpose of a Corporation, 19 August 2019. https://www.businessroundtable.org/business-roundtable-redefines-the-purpose-of-a-corporation-to-promote-an-economy-that-serves-all-americans.
van Rooij, Benjamin., and D. Daniel Sokol. 2020. Compliance as the Interaction Between Rules and Behavior. School of Law, University of California, Irvine. Legal Studies Research Paper Series no. 2020-29. (Introduction to Cambridge Handbook of Compliance, edited by B. Van Rooij and D. Daniel Sokol. Cambridge: Cambridge University Press, forthcoming 2021).
Author information
Authors and Affiliations
Corresponding author
Editor information
Editors and Affiliations
Rights and permissions
Copyright information
© 2022 The Author(s), under exclusive license to Springer Nature Switzerland AG
About this chapter
Cite this chapter
Presti, G. (2022). What We Talk About When We Talk About Compliance. In: Manacorda, S., Centonze, F. (eds) Corporate Compliance on a Global Scale. Springer, Cham. https://doi.org/10.1007/978-3-030-81655-1_2
Download citation
DOI: https://doi.org/10.1007/978-3-030-81655-1_2
Published:
Publisher Name: Springer, Cham
Print ISBN: 978-3-030-81654-4
Online ISBN: 978-3-030-81655-1
eBook Packages: Law and CriminologyLaw and Criminology (R0)