Corporate Criminal Responsibility — Ascription of Criminal Liability to Companies

Date01 January 1996
Published date01 January 1996
Pages275-277
DOIhttps://doi.org/10.1108/eb025721
AuthorMichael Jefferson
Journal of Financial Crime Vol. 3 No. 3 Corporate Crime
CORPORATE CRIME
Corporate Criminal Responsibility Ascription of
Criminal Liability to Companies
Michael Jefferson
In English law a company may be responsible for
wrongful acts or omissions in two ways. First, a
corporation may be vicariously liable for the
behaviour of its employees. The company, as a
legal construct, is liable if employers who are
natural persons would have been so liable. The
acts (or omissions) and state of mind of these
high-level employees are imputed to the company.
The company is not vicariously liable (ie for what
others did) but personally or directly (ie for what it
did).
The acts of the senior officers were done as
the company, which being artificial cannot per-
form actions or mental calculations. The second
mode of liability is sometimes known as the
identification or
alter ego
doctrine. One distinction
between the two modes of criminal responsibility
is immediately apparent. Under the first the com-
pany is liable for the conduct of its employees,
however low in the corporate hierarchy. With
regard to the second there is a distinction drawn
between those who are the directing mind and will
of the company and other individuals (cf. Tesco
Supermarkets
Ltd v
Nattrass1
and
Tesco
Stores Ltd v
Brent LBC.2 The distinction is often stated anthro-
pomorphically as one between 'hands' and 'brain'
and there is a growing jurisprudence concerned
with which jobs in which companies fall within
these categories.
Within the last year the House of Lords has
twice considered the application of vicarious lia-
Page 275

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