Doveri e responsabilità di amministratori e sindaci nelle società di capitali

This article examines the duties and liabilities of directors and statutory auditors in Italian capital companies in light of the profound transformations introduced by corporate law reforms and the increasing complexity of modern corporate governance. Moving beyond the traditional framework of the 1942 Civil Code, which primarily conceived management and supervision through the lens of liability, the study analyses the progressive expansion of directors’ responsibilities and the growing relevance of organisational and governance duties. Particular attention is devoted to the exclusive managerial competence of directors in joint-stock companies, the distinctive governance structure of limited liability companies, the evolution of the standards of care and loyalty, the duty to act on an informed basis, and the significance of adequate organisational, administrative, and accounting arrangements. The article further explores the allocation of responsibilities between executive and non-executive directors, the limits of the solidarity principle, the concept of corporate damage, and the liability regime applicable to statutory auditors. The analysis highlights a broader trend towards strengthening accountability mechanisms and preventive governance tools, while also emphasizing the risks associated with the increasing exposure of directors and auditors to liability arising from both management and oversight activities.