NCJ Number
207905
Journal
American Criminal Law Review Volume: 41 Issue: 2 Dated: Spring 2004 Pages: 367-395
Date Published
2004
Length
29 pages
Annotation
This article identifies and explains the elements required to incur corporate criminal liability under Federal law, reviews the U.S. Sentencing Guidelines' mechanism for sentencing organizations, and examines the likely impact of the Federal Sarbanes-Oxley Act of 2002 on these sentencing guidelines.
Abstract
A corporation may be held criminally liable for the acts, omissions, or failures of an agent acting within the scope of his/her employment. The Model Penal Code provides two standards for imputing corporate liability for employee behavior. First, the actions of any agent of the corporation may be imputed to the corporation if liability is imposed by statute and if "a legislative purpose to impose liability on corporations plainly appears" in the statute. Second, in the absence of such a statutory provision, liability is imposed only if "the commission of the offense was authorized, requested, commanded, performed or recklessly tolerated by the board of directors or by a high managerial agent acting in behalf of the corporation within the scope of his office or employment." Acts committed by an employee that are expressly contrary to the interests of the corporation and for which the corporation derives no benefit cannot subject the corporation to criminal liability. To hold a corporation liable for its employees' acts, a court must impute the intent of the individuals to the corporation. This principle is discussed in the context of conspiracies, mergers and dissolutions, concealing and failing to report a felony, the deliberate disregard of criminal activity, and using the collective knowledge/functions of employees to achieve a criminal end. In discussing U.S. Sentencing Guidelines for organizations, this article first discusses the purpose and scope of the sentencing guidelines for organizations, followed by a review of the offenses covered and sanctions permitted under these sentencing guidelines. 206 footnotes