“Profili di responsabilità penale in relazione alla disclosure di sostenibilità”

Abstract This dissertation aims to investigate the potential criminal liability that may arise in relation to sustainability reporting under Italian law, with a particular focus on environmental, social, and governance (ESG) objectives. When this type of disclosure proves to be deceptive, the phenomenon known as greenwashing comes into play. To provide a comprehensive foundation, the socio-economic context in which greenwashing develops will be presented together with an overview of the regulations and informational obligations currently imposed on companies regarding ESG disclosure. Subsequently, after a brief analysis of potential civil and administrative responsibilities related to greenwashing, the attention will be drawn to the criminal justice system and its role in safeguarding market information efficiency. In this regard, the concept of “materiality” plays a crucial role in understanding how ESG information can be deemed "insider” and “price sensitive". Lastly, this investigation will conclude by presenting how criminal liability related to ESG reporting can be integrated, more specifically, in relation to two different scenarios: in the first place, in cases where accurate information is illicitly withheld from the public, implicating Articles 114, 184, 187 bis and 193 of the “Consolidated Law on Finance” (decreto legislativo no. 58 of February 24, 1998; TUF); in the second place, in cases where false or misleading ESG reporting is disclosed, involving Articles 185 and 187 ter TUF, as well as Articles 2621 and 2622 of the Italian Civil Code.