At early common law, corporations were not criminally prosecutable as separate entities, which was most likely because in England, corporations were owned and operated by the government. In modern times, American corporations are private enterprises whose actions can seriously injure other individuals and the economy. Thus a corporation can be criminally responsible for conduct apart from its owners, agents, or employees. 1 In general, this is a vicarious liability, transferring criminal responsibility for an offense froman agent or employee of the corporation to the corporation itself, based on the employment relationship. Of course, the agent or employee also is responsible for the crime he or she commits.
A corporation is vicariously liable only if an agent or employee commits a crime during the agent or employee’s scope of employment. 2 As the Model Penal Code states, “[a] corporation may be convicted of the commission of an offense if…the conduct is performed by an agent of the corporation acting in behalf of the corporation within the scope of his office or employment” (Model Penal Code § 2.07(1)(a)). The criminal punishment for a corporation is generally payment of a fine.
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