Business Activity Imputation and Corporate Law Rules as Contrasting Tools of the “Forced Labour” in the Company, Particularly in the Group of Companies, According to Italian Law,

The exploitation of “forced labour” often represents the first level of production of goods or services which are subsequently put into the market, usually by entrepreneurs and entities other than those that directly use “forced labour”. The firm's breakdown into autonomous centers of legal imputation – often transnational – is a particularly functional model to avoid sanctions and controls to the company that takes advantage, at different levels and in different ways, of the products and services obtained making use of “forced labour”, normally at the first step of the production chain. This can happen either when between the contracting company and the supplier exists a control relationship, either when the enterprise that makes use of the “forced labour” acts with full decision-making autonomy. Aim of the paper is to demonstrate that, alongside other areas of law, such as criminal law and labor law, corporate law can also be used as a tool to contrast recourse to “forced labour”. In the prevention perspective, beside the repressive one, of the phenomenon, the paper analyzes the corporate law rules that can represent tools to discourage the “forced labour” , taking into account the provisions set forth at European level with the Directive 2011/36/EU. The paper then analyzes, among others: (i) the figures of the “de facto corporation” and the “silent partner”; (ii) the notion of control under Article 2359 of the Italian Civil Code as part of the management and co-ordination activity (Article 2497 Italian Civil Code); (iii) the rules provided for Italian Legislative Decree n. 231/2001 on the administrative liability of legal persons; (iv) the so called corporate social responsibility; (v) the rules provided for Article 2598 of the Italian Civil Code regarding unfair competition (vi) the rules about legal liability of directors towards third parties (ex Article 2395 Italian Civil Code) and towards the Company (ex Articles 2393-2393bis Italian Civil Code).