Reforming the Laws of Corporate Attribution: “Systems Intentionality” Draft Statutory Provision

How to hold corporations responsible for egregious misconduct on a principled and practical basis has been a longstanding problem, rightly attracting extended and rigorous reflection by those engaged in law reform, by scholars and by the
judiciary. This article seeks to build on that work to offer a statutory template of organisational blameworthiness that is fit for purpose in the modern age. The proposed model of “systems intentionality” offers a workable and principled improvement on the existing “corporate culture” provisions, and on recent recommendations for introduction of a bespoke corporate offence for systemic misconduct. The model proposes that corporations manifest their states of mind through their instantiated systems of conduct, policies and practices. The operation and benefits of the model are illustrated through two worked case examples.