Without assuming prior legal knowledge, books in the Directions series introduce and guide readers through key points of law and legal debate. Questions, diagrams, and exercises help readers to engage fully with each subject and check their understanding as they progress. This chapter discusses the three special forms of criminal liability: strict liability (including absolute liability), vicarious liability, and corporate liability. A strict liability offence is an offence which does not require proof of at least one mens rea element. An absolute liability offence does not require proof of any mens rea elements. Vicarious liability imposes liability on the defendant for the acts or omissions of another person. Corporate liability relates to the liability of a company for a criminal offence.
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Chapter
This chapter begins with a discussion of the law on corporate criminality, covering the difficulty in convicting companies of crimes; corporate killing; and vicarious liability. The Corporate Manslaughter and Corporate Homicide Act 2007 created a new offence of corporate manslaughter. This can be committed where the way in which a company’s activities are managed or organized amounts to a gross negligence and causes someone’s death. In a limited number of crimes, a company can be guilty in respect of the acts of one of its employees under the doctrine of vicarious liability. The second part of the chapter focuses on theoretical issues in corporate liability, covering the reality of corporate crime; the clamour for corporate liability; whether a company should be guilty of a crime; and what form corporate crime should take.
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This chapter examines the law governing incorporation and bodies corporate. It explains that corporate bodies are called such because they are created via the process of incorporation and have corporate personality (and are therefore legal persons), and these types of business entities come in two principal forms, namely companies and limited liability partnerships. It discusses the formation and registration process for these types of businesses and the different types of registered companies. This chapter also describes the advantages of incorporation which include corporate personality, limited liability, and perpetual succession and its disadvantages which include civil liability, criminal liability, and potentially complex regulation.
Book
Brenda Hannigan
Company Law brings clarity and analysis to the ever-changing landscape of this field. The text aims to capture the dynamism of the subject, places the material in context, highlights its relevance and topicality, and guides readers through all the major issues. From incorporation through to liquidation and dissolution, the work explores the workings of the corporate entity. The book is divided into five distinct sections covering corporate structure (including legal personality and constitutional issues), corporate governance (including directors’ duties and liabilities), shareholders’ rights and remedies (including powers of decision-making and shareholder petitions), corporate finance (including share and loan capital), and corporate insolvency.
Chapter
This chapter examines the concept of strict, vicarious and corporate liability in the context of criminal law. It discusses the implications of strict liability for actus reus and mens rea, evaluates arguments for and against strict liability, and considers the treatment of strict liability under the European Convention on Human Rights (ECHR). The chapter explains the principle of corporate liability, highlights the problems in prosecuting a corporation for a serious crime and explains/critiques the key provisions of the Corporate Manslaughter and Corporate Homicide Act (CMCHA) 2007 in Great Britain. It also provides several examples of relevant cases and analyses the bases of court decision in each of them.
Chapter
This chapter discusses how the company acts as a legal person. It covers: contractual liability; corporate capacity; agency and authority in corporate contracting; contracts and the execution of documents; pre-incorporation contracts; corporate gifts; tort liability; criminal liability; whether and in what circumstances knowledge should be imputed to a company or other corporate body; and when attribution can be denied by the company.
Chapter
This chapter discusses how the company acts as a legal person. It covers: contractual liability; corporate capacity; agency and authority in corporate contracting; contracts and the execution of documents; pre-incorporation contracts; corporate gifts; tort liability; criminal liability; whether and in what circumstances knowledge should be imputed to a company or other corporate body; and when attribution can be denied by the company.
Chapter
This chapter discusses the ways in which organizations and their members might be held liable in criminal law. It covers personal liability of individuals within an organization; vicarious liability; corporate liability: by breaching a statutory duty imposed on the organization, by committing strict liability offences, by being liable for the acts of individuals under the identification doctrine, and the specific statutory liability of organizations for homicide under the Corporate Manslaughter and Corporate Homicide Act 2007; and liability of unincorporated associations.
Chapter
Under the law of complicity, a person can be guilty for the offence of another if he has aided, abetted, counselled or procured the commission of the offence. However, someone is not normally vicariously liable for the acts of another person which he has not aided, abetted, counselled or procured, even if that other person is his employee. This chapter examines cases when someone like an employer can be liable for an offence committed by another which he has not aided, abetted, counselled or procured. Such liability is known as vicarious liability, which, with one exception, is limited to statutory offences of a regulatory nature. The chapter also considers when a company or other corporate body can be liable for an offence on the basis that it has itself committed the offence, before concluding with a discussion of the criminal liability of partnerships or other unincorporated associations.
Chapter
Michael J. Allen and Ian Edwards
Course-focused and contextual, Criminal Law provides a succinct overview of the key areas on the law curriculum balanced with thought-provoking contextual discussion. This chapter discusses the meaning of accomplices, vicarious liability, joint enterprise liability, and corporate liability. All the parties to a crime are accomplices. The person who perpetrates the crime is the principal. Others, not being principals, who participate in the commission of an offence are referred to as accessories or secondary parties and will be liable to conviction if it is proved that they aided, abetted, counselled, or procured the commission of the crime by the principal. Vicarious liability is a form of strict liability arising from the employer–employee relationship, without reference to any fault of the employer. A corporation is a legal person and therefore may be criminally liable, even though it has no physical existence and cannot act or think except through its directors or employees.
Chapter
This chapter discusses how the company acts as a legal person. It covers: contractual liability; corporate capacity; agency and authority in corporate contracting; contracts and the execution of documents; pre-incorporation contracts; corporate gifts; tort liability; criminal liability; whether and in what circumstances knowledge should be imputed to a company or other corporate body; and the conduct of litigation.
Chapter
Lee Roach
This introductory chapter provides an overview of the aims of company law and governance. Company law should hold companies and directors to account; be flexible enough to respond to novel and evolving practices; provide certainty; promote transparency; help to avoid misalignment of interests; promote corporate efficiency; and help avoid corporate disaster. The chapter then looks at other key important business structures. Other than companies, the principal business structures are the sole proprietorship, the partnership, and the limited liability partnership. A sole proprietorship is a sole individual carrying on some form of business activity. Meanwhile, two or more persons who wish to engage in business together can form an ordinary partnership. Lastly, limited liability partnerships were created to provide suitable business structures for large, professional firms. In many respects, limited liability partnerships resemble companies.
Chapter
This introductory chapter provides an overview of the aims of company law and governance. Company law should hold companies and directors to account, be flexible enough to respond to novel and evolving practices, provide certainty, promote transparency, help to avoid misalignment of interests, promote corporate efficiency, and help avoid corporate disaster. The chapter then looks at other key important business structures. Other than companies, the principal business structures are the sole proprietorship, the partnership, and the limited liability partnership. A sole proprietorship is a sole individual carrying on some form of business activity on their own account. Meanwhile, two or more persons who wish to engage in business together can form an ordinary partnership. Finally, limited liability partnerships were created to provide suitable business structures for large, professional firms. In many respects, limited liability partnerships resemble companies.
Chapter
Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter discusses ‘lifting the veil’, a phrase that refers to situations where the judiciary or the legislature have decided that the separation of corporate personality from the members must not be maintained. In this case, the veil of incorporation is said to be lifted. ‘Lifting’ is also known as ‘peeping’, ‘penetrating’, ‘piercing’, or ‘parting’. The chapter presents statutory examples of veil lifting, many of which involve corporate group structures and others involve straightforward shareholder limitation of liability issues. It also considers cases of veil lifting by the courts as well as classical veil lifting during the periods of 1897 to 1966, 1966 to 1989, and 1989 to the present. Three cases are highlighted: Adams v Cape Industries (1990), Chandler v Cape Plc (2012), and Prest v Petrodel Industries Ltd (2013) as well as important recent case development. The chapter also examines claims of tortious liability, the liability of a parent company for personal injury, and commercial tort. Finally, it looks at the costs and benefits of limited liability.
Chapter
Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter discusses ‘lifting the veil’, a phrase that refers to situations where the judiciary or the legislature have decided that the separation of corporate personality from the members must not be maintained. In this case, the veil of incorporation is said to be lifted. ‘Lifting’ is also known as ‘peeping’, ‘penetrating’, ‘piercing’, or ‘parting’. The chapter presents statutory examples of veil lifting, many of which involve corporate group structures and others involve straightforward shareholder limitation of liability issues. It also considers cases of veil lifting by the courts as well as classical veil lifting during the periods of 1897 to 1966, 1966 to 1989, and 1989 to the present. Four cases are highlighted: Adams v Cape Industries (1990), Chandler v Cape Plc (2012), Prest v Petrodel Industries Ltd (2013), and Hurstwood Properties (A) Ltd and others v Rossendale Borough Council and another (2021) as well as important recent case development. The chapter also examines claims of tortious liability, the liability of a parent company for personal injury, and commercial tort. Finally, it looks at the costs and benefits of limited liability.
Chapter
David Ormerod and Karl Laird
This chapter focuses on the potential criminal liability of organizations, particularly corporations. Corporations have a separate legal identity and are treated in law as having a legal personality distinct from the people who make up the corporation. Therefore, in theory at least, criminal liability may be imposed on the corporation separately from any liability imposed on the individual members. There are currently six ways in which a corporation or its directors may be prosecuted: personal liability of corporate directors, etc; strict liability offences; statutory offences imposing duties on corporations; vicarious liability; the identification doctrine; and statutory liability of corporate officers. The chapter also discusses the limits of corporate liability, the distinction between vicarious liability and personal duty, the application of vicarious liability, the delegation principle and the ‘attributed act’ principle. The chapter examines the failure to prevent offences found in the Bribery Act 2010 and the Criminal Finances Act 2017.
Chapter
This chapter looks at identifying whose acts are the acts of the company for the purposes of determining the rights and liabilities of the company, given that the company is an artificial legal entity. There are several distinct rules of attribution which may assist in this context. The chapter examines corporate liability in contract, corporate liability in tort, and criminal liability of the company. The chapter addresses the debate between the traditional approach to attribution, relying on directing mind and will theory, (especially in criminal matters) and the more purposive approach being adopted in civil matters. Attribution in the case of the wrongdoing director is considered as well as the application of an illegality defence.
Chapter
This chapter provides an overview of the work’s contents. It introduces the basic ideas of company law. A company is an artificial legal person capable of owning property, being a party to contracts and being a claimant or defendant in legal proceedings. A company is created by registration at Companies House under the Companies Act 2006. A company is both an association of members (shareholders) and a person separate from its members. Members are not liable for the company’s debts. Members are only liable to make an agreed capital contribution in return for their shares. Members appoint directors to manage the company’s business and represent the company. Every company must have articles of association which set out the company’s constitution.
Chapter
This chapter deals first with another fundamental requirement of a crime: criminal capacity. It is a precondition of criminal liability that the defendant is a person with sufficient capacity to be held responsible. This leads to an examination of infancy and insanity as barriers to criminal responsibility, and then to a consideration of special factors affecting corporate criminal liability. Second, this chapter considers fault requirements as an element of criminal offences. It explores some of the reasons for and against the criminal law requiring proof of fault in any form. It also considers principal varieties of fault requirement in the criminal law, such as intention and recklessness.
Chapter
This chapter deals first with another fundamental requirement of a crime: criminal capacity. It is a precondition of criminal liability that the defendant is a person with sufficient capacity to be held responsible. This leads to an examination of infancy and insanity as barriers to criminal responsibility, and then to a consideration of special factors affecting corporate criminal liability. Secondly, this chapter considers fault requirements as an element of criminal offences. It explores some of the reasons for and against the criminal law requiring proof of fault in any form. It also considers principal varieties of fault requirement in the criminal law, such as intention and recklessness.
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