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 producing goods or services, which are subsequently put into the market, usually by entrepreneurs and entities other than those that directly use forced labour. The business activity can be organized in several companies – often transnational. Especially in Europe the model of the group companies is widespread. This represents 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 by making use of forced labour, normally at the first step of the production chain. This can happen either when a control relationship exists between the contracting company and the supplier, or when the company that makes use of the “forced labour” acts in a full decision-making autonomy. The aim of this paper is to demonstrate that, alongside other areas of law, such as criminal law and labour law, corporate law can also be used as a tool to oppose the recourse to forced labour. In the prevention perspective, besides 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 principles provided by the Directive 2011/36/EU at the European level. The paper goes on to examine the following aspects: (i) the figures of the “de facto private company” and the “silent partner”; (ii) the notion of control under Article 2359 of the Italian Civil Code in the context of the action of the parent company (Article 2497 of the Italian Civil Code); (iii) the rules provided by Italian Legislative Decree No. 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 of the Italian Civil Code) and towards the Company (ex Articles 2393–2393bis of the Italian Civil Code).