Corporate Liability

When infringement or wrongdoing is alleged against a corporation, where are we to look for the imputed reprehensible conduct or knowledge on which the case must depend? This is a question that is asked and asked again as each expansion and intensification of corporate activity gives rise to ever more complex issues of accountability and responsibility. This theoretical study builds on classic and recent work in the field to provide a systematic and coherent analysis of corporate liability in its current context. Focusing on rules of attribution developed in a notable series of English cases, the author explains in detail the various ways in which these rules may be applied in civil, criminal, and regulatory proceedings against corporate defendants. The book exposes the circumstances in which corporations, as legal persons, may incur personal liability for the acts or omissions of their servants or agents that were carried out in the course of their employment, defining the means through which corporate liability must be determined. It focuses on the personal liability of corporations, incorporating common law principles of vicarious liability and agency as well as exceptions arising from the Companies Act 1985 and other legislation. The study covers such important areas as the following: the "problem of many hands," in which individual servants or agents may be aware of only a portion of a corporate transaction or undertaking; the traditional "directing mind" theory as one of the means of identifying the relevant individuals whose conduct or state of knowledge may result in corporate liability; the development of "principles of attribution" as a framework for approaching different situations where liability may be established against corporations; a new concept of "aggregation" which allows, under particular circumstances, the collective knowledge of various individuals to be attributed to the corporation; the relevance of "Chinese Walls" in limiting the extent to which principles of attribution apply; and a comprehensive survey of the different circumstances in which corporations, including holding corporations in corporate groups, and their servants and agents may incur liability. This title is more than a mere legal device for practical purposes. It is rigorously based on the theoretical foundations of corporations, particularly the all-important interplay between the individualistic and collective aspects of the corporate persona.