Can a corporation be pardoned?

Perhaps a simple approach would be to fine each share by X dollars per share. The bigger the shareholder, the more their liability. With that said, and as I mentioned in a neighboring post, I don't take this matter lightly because I think there's a social justification for having well regulated corporations. I call it an entitlement, but I don't oppose entitlements.

In a financial sense you tend to get a directors guarantee to ensure that if a company cannot pay out a contract you get to go after the directors personal assets.

Its stupid to apportion blame to a whole company, or steve the janitor, but the company directors are right there and should be personally liable for criminal conduct on behalf of the company.

In Australia, if a company fails to nominate a speeding fine for a company car - either refusing or not maintaining records - then the fine is multiplied compared to that for an individual.

> then assess the lossless distribution of that liability amongst the members

It's very possible that no person did anything wrong at all, but combined there was illegal behavior.

For example: Action A+B is illegal, and A by itself and B by itself are legal. A company did A+B, but the individual employees only did A, or only did B, and neither knew about the other.

> it is just a question of who and what bears the responsibility.

Are you implying you will make someone liable for doing nothing wrong? Simply because of his co-worker? Who would agree to work under such conditions?

The liability is supposed to be borne by the board and the executive team. They're raking in all the upside. They deserve exposure to the downside to curtail their sociopathic tendencies.

I think what OP is saying is that the corporate veil should not exist at all

Executives should be held accountable for making decisions or approving company direction that break laws

I know there's a lot of complexity here with how businesses operate

But it is really messed up that individuals can enrich themselves an incredible amount by directing companies to break laws, and often suffer zero consequences for that because the corporate veil is such a strong mechanism

Yes I agree with that too, or civil charges, since (as a shareholder), I might imagine that they willfully risked the value of my investment.

The value of shares is presumably supposed to reflect the future earning potential of a company. Are fines ever imposed to an extent that they significantly impact that future earning potential?

I wonder if someone has studied this formally and quantitatively.

Piercing the veil is most relevant in bankruptcy where the share price is already 0 (and would be negative if not for limited liability)

In some jurisdictions, there's one (or more) corporate directors who are legally responsible for a subset of activities. In that case, there are "nominee director" services where you pay someone else to take that position.

The point is that if you require some one person to be legally liable, then you'll simply create a new industry of scapegoats to hire.

The cleaner. Maybe pay the cleaner a small stipend to be liable.

Or create a new position "patsy" or "chief scapegoat" that employees can fight for.

The entire point of incorporating as a company is to stop being personally liable.

woukd be fun if "the degree to which liability is limited is proportional to the percent of income tax the corporation pays". if you pay zero tax, full liability, blammo!

> In fact, civil law is a lot more common, and that one cares less about precedents.

For many civil law jurisdictions in Europe, I think the EU and the European Convention on Human Rights have changed this a lot in practice.

Dutch or French or German judges in theory don't have to pay as much attention to precedent as Irish judges do [0] but when it comes to the decisions of the EU court system (the European Court of Justice and the courts/tribunals beneath it) and the European Court of Human Rights, the civil law judges have to pay attention to precedent just as much as the common law judges do

[0] Mentioning Ireland as a pure common law jurisdiction which is still (unlike the UK) in the EU–Malta and Cyprus also follow common law, but both have hybrid systems which mix it with other legal traditions (primarily French-style civil law for Malta; Cyprus combines common law with Greek administrative law, which in turn is based on that of France, and its real estate law still retains Ottoman elements)

> > Could we institute a corporation death penalty?

> That's what bankruptcy is.

No bankruptcy is the invention of gentler death, or maybe euthanasia.

A death penalty would be about killing an otherwise "healthy" (aka "resourced") company due to a transgression. Maybe a death penalty is more like fines and penalties that might be impossible for a company to bear.

Generally the phrase "corporate death penalty" refers to revoking the charter, not bankruptcy. Which you argue is undesirable, but like, that is what the phrase normally refers to.

I’m all for imposing fines and restrictions in proportion to damage done. Officers of the company should be held legally liable for their roles in decision making.

However, I’m also amazed when these discussions generate calls for “corporate death penalty” powers being handed to the government and/or used for various transgressions. This entire discussion section is occurring under and article about the current administration abusing government powers for their own gain. How can people be so quick to call for even more levers for corrupt governments to use? “Nice company you got there. Would be a shame if it got the death penalty. On an unrelated note, my campaign fund could use another $100 million if you know anyone…”

Let’s leave the punishments as proportional to the damage/crime.

Seizing the company keeps the company running - likely.

The “corporate death penalty” would be seizing it and selling off assets at such small pieces that it would be hard to reassemble the whole.

Generally "corporate death penalty" refers to this: https://en.wikipedia.org/wiki/Judicial_dissolution

When we receive the death penalty, the state doesn't just physically seize our bodies. We die. We have neither assets nor any benefit of life. It can also have highly negative effects of others since it's a sudden, catastrophic loss.

For a corporation, that would be like its operations totally ceasing, all employees are fired, shares might go to zero value, and individual assets sold off (like a will). That "shares going to zero" part would be important for accountability.

(PFAS)

3M knew exactly how bad it was too, back to the 70s

a corporate death sentence isn't enough, jail every board member who was involved

The only way this will stop is if we attack the people in charge at the time or financial penalties for their families.

I saw a comment saying that western democracy is a direct evolution of the roman empire and even worse when it comes to committing genocide and slavery, since there's nobody directly responsible.

Companies have policies… stuff like data retention policies, for example, could be set up in a way as to obfuscate criminal activity, but in a way not obvious to a reasonable good-faith individual working for the company. In that case, the company should be made to change.

I guess it would also be ok to go after C-levels or whoever sets the policy. But, it will be hard, I think. High-level guidance can create an incentive structure to break the law without actually saying “break the law.”

You're leaving off both the "limited liability" and "it's a person with legal rights" parts of a corporation.

If it's a person, then they might have to go after the corporation. Alternatively, each corporate crime might be a conspiracy charge.

With limited liability, it's unclear how much one can discourage the bad behavior if there's distance between the owners and the punishment.

I oppose both of these concept by default for criminal behavior. Power and accountability should always go hand in hand. Only people should be people, too.

> a corporation can neither "act" nor "think" independently, but rather does so via the humans involved. (Perhaps this would change with corporate-owned AI?)

This is ignoring that levels of complexity creates new emergent behavior. If you're willing to believe that "AI" could make a corporation think independently, then how is a pile of paperwork running on a substrate of human wetware not the same dynamic?

> it seems that prosecutors tend to target corporations simply because it's easier than doing their job properly and pinning down who specifically bears responsibility

No, the problem is exactly the sorting through the emergent complexity of the corporation to correctly assign blame. The low-level person who did the actual illegal action is likely sympathetic and mostly judgement proof, and was likely incentivized to break the law by corporate policies. Meanwhile the corporate policies are phrased in terms of abstract metrics that aren't illegal per se, especially how they're written down.

Taking the fundamentalist view, that the individual would-be-fall-guy humans should take a hard line and refuse to break the law, doesn't solve the problem - it only increases the level of incentive required until someone is willing to do it. And focusing blame this way helps the higher up management escape accountability since they didn't actually break the law themselves.

One correct answer would be to charge all of the involved parties like the criminal conspiracy it is, but the capital-wielding upper classes escaping accountability is a dynamic as old as time.