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 if 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.
Chapter
13. The Criminal Liability of Corporations
Chapter
13. The Criminal Liability of Corporations
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.
Chapter
6. Criminal Capacity, Mens Rea, and Fault
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
3. Criminal Law Values
The focus in this chapter is on the values the criminal law seeks to protect through criminalization. First, key ‘intrinsic values’ are considered, such as bodily integrity and sexual autonomy. Second, an analysis of ‘public goods’ is provided. Public goods are goods in which we have no individual right or share, but which benefit us in common with others. The criminal law protects public goods as part of its role in supporting our many different lives in common, as consumers, employees, users of roads and of public transport, and so on. The security of the state, openness and integrity in corporate governance and public life, and the common pool resource of a welfare system are all very different examples of public goods in this sense.
Chapter
4. Rules of attribution—corporate acts and liabilities
This chapter considers whose acts are the acts of the company for the purposes of determining the rights and liabilities of the company. The chapter examines corporate liability in contract and in tort including directors’ personal liability in tort. The attribution of liability for criminal offences is considered in detail addressing the common law and the recent statutory reforms. These provide for a senior manager regime and a new offence of failure to prevent fraud. The chapter also considers attribution in the context of a breach of directors’ duties and the availability of an illegality defence.
Chapter
4. Rules of attribution—corporate acts and liabilities
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
7. Parties to crime
Michael J. Allen and Ian Edwards
Course-focused and comprehensive, the Textbook on series provides an accessible overview of the key areas on the law curriculum. 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 referred to as 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. A Law in Context feature examines the implications of the Supreme Court’s important decision in R v Jogee [2016] UKSC 8. Vicarious liability is a form of strict liability arising from the master–servant 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 servants.
Chapter
7. Parties to crime
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
8. Corporate and vicarious liability
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
8. Environmental crime and enforcement
Stuart Bell, Donald McGillivray, Ole W. Pedersen, Emma Lees, and Elen Stokes
This chapter explores what happens when environmental laws are not complied with. This is done through an examination of key terms such as environmental crime, the role of criminal law, and the increasingly popular use of civil enforcement tools. The chapter also discusses the effectiveness of enforcement.
Book
Sarah Worthington and Sinéad Agnew
Sealy & Worthington’s Cases and Materials in Company Law clearly explains the fundamental structure of company law and provides a concise introduction to each different aspect of the subject. The materials are carefully selected and well supported by commentary so that the logic of the doctrinal or policy argument is unambiguously laid out. Notes and questions appear periodically throughout the text to provoke persistent analysis and debate, and to enable students to test their understanding of the issues as the topics unfold. This text covers a wide range of sources, and provides intelligent and thought-provoking commentary in a succinct format. It is invaluable to all those who need vital materials and expert observations on company law in one volume. This twelfth edition brings: improved chapter order and location of materials; the incorporation of changes necessitated by Brexit; complete updating of statutory, regulatory and case law materials, including by the Corporate Governance and Insolvency Act 2020 and the many changes and additions to corporate governance codes requiring ‘apply and explain’ and ‘comply or explain’ adherence; major rewriting of Chapter 3 (Corporate Activity and Legal Liability) in the light of significant Supreme Court cases; expansion of Chapter 6 (Corporate Governance) and Chapter 9 (Company Auditors), along with additional coverage of shareholder remedies (Chapter 8), including coverage of Sevilleja v Marex Financial Ltd (2020, SC) and new cases on statutory derivative actions; and additional coverage of insolvency issues.
