Lo scudo e la lancia nella guerra dei "subprimes": ipertrofia e perforabilità del sistema dei controlli

This article examines the evolution of corporate control systems in light of the global financial crisis triggered by the subprime mortgage collapse, questioning the widespread assumption that an ever-increasing number of controls necessarily leads to better corporate governance. Through an analysis of the development of Italian and European regulation on corporate oversight, internal controls, auditing, compliance, and risk management, the study highlights the progressive expansion and growing complexity of control mechanisms over the last decades. The paper reconstructs the transition from the traditional, board-centred model of corporate supervision established by the Italian Civil Code of 1942 to the contemporary multi-layered framework integrating corporate governance, internal governance, external auditing, compliance functions, and regulatory supervision. While acknowledging the importance of these instruments in enhancing accountability and preventing managerial misconduct, the article argues that the proliferation of overlapping rules, control bodies, and supervisory functions has generated significant inefficiencies, organizational complexity, and diffusion of responsibility. The experience of the financial crisis demonstrates that the effectiveness of corporate controls depends less on their quantitative expansion than on their coherence, flexibility, integration, and enforceability. The article concludes by advocating a more streamlined and efficient regulatory framework, capable of strengthening substantive oversight while avoiding the risks associated with excessive formalism and regulatory hypertrophy.