The course aims to provide students with an overall understanding of how companies design their organizational framework and implement internal control and riskmanagement systems, including for the purposes of criminal compliance. It is designed to offer practical and concrete knowledge on: i) the importance of criminal compliance in preventing legal risks, avoiding sanctions, and promoting ethical conduct to safeguard the company’s reputation; ii) how to design an organizational framework and a system of controls able of mitigating sanctioning and criminal risks; iii) how to assess the adequacy of the organizational framework and internal controls, identifying opportunities to improve effectiveness and create added value.

Knowledge and understanding: The course enables students to gain the basic knowledge of risk assessment and risk management in the corporate context, with a focus on corporate criminal liability and criminal compliance in the global scenario. Likewise, the course offers adequate conceptual tools for understanding and deepening the processes, contents and consequences of organisational decisions. Applying knowledge and understanding: By attending the course, students will be able to apply, also with reference to the solution of practical cases, the relevant notions of corporate criminal liability, criminal compliance, corporate organization and internal control, comparing the pros and cons of different organizational and internal control systems choices. Making judgements: By using the correct study and research methodologies gained during the course, students will be able to collect data and materials to analyze the relevant regulations, organizational models and internal control systems. Students will then gain the ability to evaluate such data and materials independently and to formulate their own critical judgement on the application of the relevant principles, notions and categories to practical cases, being able to identify concrete solutions to the legal-business problems at stake. Communication skills: At the end of the course, students will be able to master the criminal law vocabulary and the main terms and concepts in use in organizational and internal control system design, addressing the issues brought to their attention with adequate terminological precision, in different contexts (individual or group) and forms. Learning skills: The knowledge gained during the course will enable students to independently understand and interpret regulatory variations in the field of criminal law and the reasons behind specific organizational choices and the evaluation of different alternatives.

Introduction and course presentation ASSESSMENT OF ORGANIZATIONAL ADEQUACY: 1) the organization-environment relationship 2) macrostructural aspects: - structural complexity - co-responsibility 3) microstructural aspects: - job design - coordination mechanisms 4) organizational processes and knowledge systems 5) international hybrid forms 6) organizational culture CRIMINAL COMPLIANCE Key concepts. Compliance, due diligence, CSR, business integrity, adequate organizational structure Compliance in corporate groups and the supply chain: from CSR to mandatory due diligence? The issue of corporate criminal liability in the global scenario Different liability models. The risk-based approach and the Italian system (Legislative Decree No. 231/2001) Compliance program and crime prevention ASSESSMENT OF INTERNAL CONTROL SYSTEM 1) Corporate governance key stakeholders 2) The internal control system: purposes, tools and resources 3) The role of internal audit and the internal audit process 4) Artificial intelligence in internal control systems 5) Whistleblowing 6) Critical thinking and interview techniques 7) Internal control system over sustainability reporting 8) Audit case illustration 9) Case study - Risk assessment and internal control identification 10) Case study - Test on operating effectiveness of controls 11) Case study - Internal audit reporting

Course materials (all mandatory as they are complementary):. Martinez, Burton, Håkonsson, Organizational Design II. L’era degli ibridi. Modelli e metafore per ri-organizzare persone, tecnologie e culture, Giappichelli, 2024, limitatamente ai seguenti capitoli: 0, 1, (2, 4) 6, 9, 11, 13. Gullo A., I modelli organizzativi, in Lattanzi – Severino (a cura di), Responsabilità da reato degli enti. Volume I. Diritto sostanziale, Giappichelli, 2020, pp. 241-288; Fiorella A., Responsabilità da reato degli enti collettivi, in Cassese (diretto da), Dizionario di diritto pubblico, Vol. 5, Giuffré, 2005, pp. 5101-5111. Borsa Italiana - Codice di autodisciplina 2018 COSO - Internal Control - Integrated Framework 2013 (Executive summary) COSO - Enterprise Risk Management - Integrating with Strategy and Performance 2017 (Executive Summary) All other materials available on My Luiss.

Lectures; discussion with students on cases; analysis and group discussion of cases

Pass/fail test (on organizational adequacy) In-progress tests (30%) Final oral examination (70%)

Interest in the course; high grade as a result of the oral exam. Students interested in choosing this course for their thesis must submit a short abstract and a table of contents outlining the proposal.