Corporate Criminal Responsibility — Ascription of Criminal Liability to Companies

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 perform 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 company 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 Nattrass and Tesco Stores Ltd v Brent LBC . The distinction is often stated anthropomorphically as one between ‘hands’ and ‘brain’ and there is a growing jurisprudence concerned with which jobs in which companies fall within these categories.