In many cases of criminality within large corporations, senior management does
not commit the operative offense—or conspire or assist in it—but nonetheless bears serious
responsibility for the crime. That responsibility can derive from, among other things,
management’s role in cultivating corporate culture, in failing to police effectively within
the firm, and in accepting lavish compensation for taking the firm’s reins. Criminal law
does not include any doctrinal means for transposing that form of responsibility into
punishment. Arguments for expanding doctrine—including broadening of the presently
narrow ‘‘responsible corporate officer’’ doctrine—so as to authorize such punishment do
not fare well under the justificatory demands of criminal law theory. The principal obstacle
to such arguments is the large industrial corporation itself, which necessarily entails kinds
and degrees of delegation and risk-taking that do not fit well with settled concepts about
mens rea and omission liability. Even the most egregious and harmful management failures
must be addressed through design and regulation of the corporation rather than imposition
of individual criminal liability.

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• In many cases of criminality within large corporations, senior management does not commit the operative offense—or conspire or assist in it—but nonetheless bears serious responsibility for the crime. That responsibility can derive from, among other things,