Authors: Massimo Baldi, Irene Gianni - WH Partners
In modern professional football, the management of a sports club necessarily entails highly complex economic, contractual and regulatory dynamics. Transfer market transactions, relationships with agents and intermediaries, the management of sports facilities, and dealings with federations and supervisory authorities expose clubs to increasingly significant legal and reputational risks. Within this framework, the Organisational, Management and Control Model pursuant to Legislative Decree No. 231 of 8 June 2001 (the “231 Model”) is progressively emerging as a central risk management instrument within football clubs.
The activity that most distinctly characterises the management of a football club – and consequently represents its primary area of exposure to risk – is related to transfer market transactions. Player transfer transactions constitute complex processes involving financial assessments, negotiations with domestic and international clubs, the involvement of licensed sports agents and intermediaries, and the management of long-term rights to players’ sporting performances. In this context, numerous risk factors arise: the valuation of players’ registration rights, negotiations between clubs, and the structuring of financial consideration may expose clubs to allegations relating to corporate or tax crimes, particularly where transactions involve multiple counterparties or foreign entities. The management of relationships with agents and intermediaries also requires particular scrutiny, both with regard to the traceability of payments and the verification of professional and regulatory requirements under applicable federation rules.
Furthermore, the football industry is characterised by an extensive and highly structured network of professional relationships. Sports agents and intermediaries play a pivotal role in negotiating athletes’ employment contracts, while sponsors and commercial partners constitute a fundamental source of revenue for clubs. In these areas, the adoption of formalised procedures enables the prevention of conflicts of interest, non-traceable payments, or agreements that fail to comply with federal and tax regulations. In this respect, the implementation of the 231 Model allows clubs to regulate such relationships in a structured manner by introducing ex ante controls over partner selection procedures and the management of financial flows connected to sponsorship and intermediary activities.
Another particularly significant area concerns the management of stadiums and training centers. Many football clubs operate under public concessions or agreements with local authorities for the use and management of sports facilities. These activities necessarily entail ongoing relationships with public administrations, especially in relation to infrastructure works, the organisation of events, and the use of public funding or grants. In this context, the adoption of transparent and traceable procedures becomes essential in mitigating risks associated with potential offences in dealings with public authorities. At the same time, facility management also entails significant health and safety obligations: the organisation of matches and events, public access, training sessions and the use of sports facilities require the implementation and enforcement of clear operational protocols designed to safeguard athletes, employees and fans.
A further issue of particular relevance within this framework of safety and corporate responsibility is the protection of the integrity of sporting competitions, which currently represents a priority for the entire football system. Attempts to manipulate match results or involvement in illegal betting schemes may result in extremely serious consequences, both from a sporting and reputational standpoint. In this regard, within football clubs, the 231 Model strengthens internal control mechanisms through the introduction of codes of conduct applicable to players, technical staff and executives. Training programs for sporting personnel and the establishment of internal whistleblowing channels constitute essential tools for the early detection of irregular conduct and for fostering a culture of sport ethics.
In summary, within the football industry, the effectiveness of the 231 Model depends on its ability to integrate with the club’s sporting organisation and needs. Risk mapping must necessarily encompass all core sector-specific areas, including the sporting director’s department, the membership office, the management of players’ contracts and scouting activities. Particular importance must be attached to coordination between the sporting and administrative functions, especially in the context of market transactions and financial dealings with other clubs. A system of shared procedures reduces discretionary margins and ensures enhanced traceability in the club’s strategic decision-making processes.
For these reasons, within modern sports organisations the Supervisory Body plays a crucial role, operating in an environment characterised by rapid dynamics and high media exposure. It must establish and maintain ongoing dialogue with sporting management, monitor market transactions, oversee relationships with agents and intermediaries, and verify the proper management of sponsorship arrangements and, more generally, dealings with third parties. The ability to promptly identify operational criticalities and to promote targeted training initiatives addressed to the team and staff constitutes one of the most decisive factors in ensuring the effective implementation of the organisational model within the football context.
In today’s sporting landscape – marked by increasingly strict financial controls and growing attention to sustainable management – the adoption of the 231 Model also serves to enhance the club’s credibility. An effective compliance system improves transparency in club governance and strengthens relationships with sponsors, investors and sporting institutions.
Moreover, in the event—always possible though never desirable – of criminal proceedings being initiated, a genuinely effective 231 Model may, on the one hand, provide a more robust defense for the entity by demonstrating its lack of involvement in the alleged criminal conduct and, on the other hand, mitigate reputational damage; in a historical context in which reputational standing is assuming greater importance, given that market perception often appears to outweigh the entity’s actual economic and financial situation.