AD OMNIA PARATUS, SEMPER PARATUS, ESTOTE PARATI
Ad omnia paratus
Ad omnia paratus: the duty to prepare — the new art. 2086 c.c.
In running the company, the logic has always been one of preparation: anticipating hazards, risks, and uncertainties to ensure continuity and stability. This approach is also summed up in the Latin maxim si vis pacem, para bellum: not as an invitation to conflict, but as a discipline of prevention.
In 2019, the European Union intervened in the corporate crisis with three objectives in mind:
• strengthen the functioning of the internal market;
• increase the capacity of businesses to address imbalances;
• empower administrators in preventive management.
The Crisis Code incorporates these objectives and places the focus on the new Article 2086, paragraph 2, which requires the administrative body to:
• establish appropriate organizational, administrative, and accounting structures;
• promptly detect imbalances and signs of crisis;
• take immediate action to overcome them.
This rule gives rise to operational obligations and personal responsibilities.
Semper paratus
LGMC: ready, always
The logic that guides LGMC is preparation: the discipline with which the administrator deals with what the company is exposed to—uncertainty, risk, trials, growth, markets. Preparation is what avoids having to resort to defense: the pacem of the administrator and the pacem of the company. This discipline operates on four fronts—law, governance, markets, and capital—which for LGMC form a single exposed system and the structure with which the company sustains its strength. These are the fronts on which LGMC has focused its expertise, because that is where the company's ability to withstand, grow, and compete is built.
Estote parati
The responsibilities of managers: now it's your turn
In the operational theater, responsibilities arise when obligations relating to structures, business continuity, information flows, or legal safeguards required by law are not reflected in management.
Under these conditions, the administrator may be held personally liable:
• towards the company, for breach of management and supervisory duties (art. 2392 c.c.);
• towards corporate creditors, when inadequate structures or delays in identifying imbalances result in insufficient assets (artt. 2394 c.c. e 2476, comma 6, c.c.);
• irregularities in management relevant for the purposes of Article 2409 of the Italian Civil Code, within the scope of the powers of intervention and revocation attributed to the court;
• in criminal law, when the conduct constitutes the offenses of causing, concealing, or aggravating financial collapse.
Appropriate structures also form the backbone of additional compliance requirements (Model 231, privacy–GDPR, security, anti-money laundering, environment, cybersecurity). These systems offer protection only if they are consistently integrated into the structures required by Article 2086, paragraph 2, of the Italian Civil Code and are therefore effectively operational with respect to the risks they are intended to guard against. Non-integrated compliance measures remain formal requirements: they do not reduce risk and do not protect the administrator.
