Culpable Corporate Minds

Many common law, equitable and statutory doctrines and rules concerned to regulate serious commercial misconduct require proof of the defendant's state of mind. This presents a significant hurdle where the defendant is a complex corporation, due to the current unsatisfactory state of the law's attribution rules. Building on the work of corporate theorists and legal philosophers, as well as criminal law reforms, this article proposes a novel model of corporate culpability, which conceptualises the corporate state of mind as manifested in its systems, policies and patterns of behaviour. It illustrates the value of the model by reference to the concept of dishonesty and examples of corporate misbehaviour the subject of examination by the Financial Services Royal Commission.