Snapshot
- How do courts construct a company’s state of mind and how are the actions of its human agents, from directors to employers, attributed to the corporation?
- Corporate consciousness has become an increasingly ubiquitous legal fiction across corporate legal doctrine but, until recently, it suffered a degree of ambiguity.
- Recently, the High Court has clarified that the relevant actions and intentions can be attributed to the corporation directly from its systems rather than from any natural person in an appropriate case.
A corporation is a legal construct that has no independent cognitive ability. Not only can a corporation not think for itself, it cannot engage in, nor be involved in, conduct by itself. A corporation can only think and act through human actors. It follows that a corporation’s state of mind and conduct can only be determined by reference to the state of mind and conduct of those human actors who think and act on its behalf.
Through their human actors, corporations can contravene civil penalty provisions and commit criminal offences. Corporations may also be liable for attempts and as accessories to primary conduct engaged in by individuals and other corporations.
This article summarises, at an introductory level given the breadth and complexity of the area, the key principles by which the thoughts and acts of human actors may be attributed to a corporation.
