The body corporate

Abstract

The United States uses the doctrine of respondeat superior to hold corporations liable for the crimes of their employees. This article advances a more nuanced approach that would apply two doctrines, one for attributing act elements of crime to corporations and a different one for attributing mental state elements. Focusing on act elements, the article defines the “body corporate” as the sum of all parts of a corporation that can cause injuries that are legally attributable to the corporation. Respondeat superior implicitly identifies the body corporate with individual corporate employees. This narrow definition shortchanges society’s expectations of corporate punishment and fails to incentivize adequate corporate compliance. A better understanding of the body corporate would include other sources of corporate injury, such as those derived from corporate organizational systems and from the aggregate actions of multiple employees.