The long‑awaited Directive must now be formally adopted by the Council. It will enter into force twenty days after its publication in the Official Journal of the European Union. Member States will then have a period of twenty‑four months to transpose it into their domestic legal systems.
Among the most significant aspects to be addressed during transposition are:
- the criminalisation requirements concerning the "unlawful exercise of public functions", conduct that appears to overlap with behaviour previously encompassed by the offence of abuse of functions — an offence that no longer has criminal relevance in Italy following its recent repeal;
- the expansion of the offence of trading in illicit influence: in clear contrast with the Nordio reform (Law No. 114/2024), the Directive establishes criminal liability for alleged influence, overcoming the current exclusion of cases involving boastful claims. Furthermore, unlawful intermediation is not limited to situations where a public official is induced to perform an act contrary to their official duties. This results in a broader and potentially more diverse scope of application of the offence;
- amendments to the penalty regime applicable to the criminal liability of legal entities under Legislative Decree 231/2001, introducing new criteria for determining financial penalties, that are entirely detached from the traditional “quota system”. In line with the approach already adopted in Legislative Decree 211/2025 on criminal penalties for violation of EU restrictive measures, the Anti-Corruption Directive requires the imposition of turnover‑based sanctions (up to 5% of global turnover) or, where turnover cannot be determined, the application of penalties of a predetermined and particularly severe amount (up to EUR 40 million). This model marks a clear convergence with sanctioning frameworks already established in EU law (notably the GDPR and EU competition rules) and entails significant systemic implications for domestic law, requiring a comprehensive reassessment of the proportionality criteria so far developed by case law in relation to corporate criminal liability.
For organisations, the Directive represents a strategic opportunity to structurally strengthen safeguards for integrity, transparency and organisational resilience. Compliance with the Directive requires an evolution of corporate governance and internal‑control systems, with a clear focus on preventing corruption risks across the entire value chain.
In this context, priority actions emerge as particularly significant:
- targeted and regularly updated risk assessments, focusing on processes involving interactions with the Public authorities and on the selection, qualification and management of third parties;
- enhanced due diligence on agents, consultants, distributors and business partners, adopting a risk-based approach and ensuring adequate documentary traceability;
- alignment with international best practices regarding anti-corruption compliance (ISO 37001:2025);
- updating of the Organisation, Management and Control Models pursuant to Legislative Decree 231/2001, with a review of risk mappings and controls applied to sensitive processes;
- dedicated training for senior management, supervisory bodies and operational functions exposed to corruption risks.
Companies and organisations that proactively adapt to this new regulatory landscape and invest in strong prevention‑driven governance — transparent, resilient and fully aligned with European and international best practices — will be able to transform compliance into a sustainable competitive advantage, built on trust, accountability and reputation.
