Part I: Principles of Liability
- Historical background
- Early development
- The doctrine of identification
- The principle of delegation
Part II: Directors’ Liability
- Civil Law
- ‘Lifting the corporate veil’
- Personal liability of director, manager or officer of the Company – Common Law
- Conspiracy
- Personal Liability of director, manager or officer of the Company – Statutory offences
- Consent, Connivance and neglect
- The company as victim
Part III: Corporations and Criminal Procedure
Jurisdictions over corporations
- Territorial Jurisdiction – General Rule
- (a) the ‘last act’ or terminatory rule
- Comity rule
- Extensions of Jurisdiction – dishonesty, forgery and blackmail.
- Conspiracy
- Attempts
- Incitement
- Extension of jurisdiction for specific offences
- Aviation offences
- Offences at Sea
- Channel tunnel
- Computer misuse
- Customs and excise offences
- European Union Tax offences
- Manslaughter
Proceedings in criminal courts
- Commencement of proceedings
- Limitation of proceedings
- Institution of proceedings requiring particular consents
- Issue of summons
- Service of the summons
- Summonising the wrong defendant
- Representation at court
- Categorisation of offences by trial venue
- Summary only offences
- Offences triable either way
- Committal proceedings
- Voluntary Bill of Indictment
- Indictable-only offences
- Preliminary hearing
- Transfer of serious fraud cases
- Preparatory hearings
- Preparatory hearings in long or complex cases
- Interlocutory appeals
Restraint, confiscation orders and asset recovery
- The criminal confiscation regime
- Restraint orders under Part 2 of the Proceeds of Crime Act 2002
- Restraint orders and corporations
- Piercing the corporate veil
- Tipping-off and other offences
- Civil Recovery
- The statutory scheme under Part 5 of the Proceeds of Crime Act 2002
- Receivers
- Third party rights
- Recovery orders
Sentencing Corporate Defendants
- Factual basis of sentence
- Taking offences into consideration
- Sentencing venue
- Types of disposal
- Fines –general principles
- Means of the offender
- Levels of fine
- Relevant sentencing features
- Compensation orders
- Restitution orders
- Absolute and conditional discharge
- Deferred sentence
- Remedial orders
- Forfeiture orders
- Disqualification of company directors
- Sentencing corporate defendants in other jurisdictions
Costs
- Defendants’ costs – from central funds
- Appealing against costs orders
- The exercise of the discretion
- Defendants’ costs from the prosecution
- Prosecution costs – from central funds
- Against a defendant
- Costs awarded against legal representatives
- Corporation funding legal costs of individuals
Part IV: Corporations and Human Rights
- General principles of application
- Margin of appreciation
- Compatibility
- Proportionality
- The definition of a criminal charge
- The presumption of innocence and reverse burdens
- Strict liability
- Legal and evidential burdens on the defendant
- The impact of the Human Rights Act 1998
- Reverse burdens in regulatory offences
- Privilege against self-incrimination
- Brown v Stott
- Derivative use
- Corporate defendants and ‘due process’ rights
- Application of other Convention Rights to corporations
- No retroactivity
- Certainty
- Fist Protocol : Article 1
Part V: Specific Offences
Corporate manslaughter
- Historical position
- Attorney General’s reference No.2 of 1999
- Law Commission’s report no.237: Legislating the criminal code: Involuntary Manslaughter
- The ambit of the commission
- The options for extending liability
- The Commission’s recommendations – corporate manslaughter
- The individual offences of Unintentional Killing - Reckless killing
- Killing by gross carelessness
- The Government’s proposals: response to the Law Commission
- Potential defendants
- Liability of individuals
- Insolvency or dissolution of companies
- Liability within groups of companies
- Who should prosecute
- Territorial jurisdiction
- On conviction: individual disqualification
- Remedial action
- Conclusion
Companies Act offences
- General provisions
- Consent, connivance or neglect
- ‘Company’
- ‘Body corporate’ and ‘corporation’
- ‘Subsidiary’, ‘holding company’ and ‘wholly-owned subsidiary’
- Destroying, mutilating or falsifying documents – s.450
- Failing to produce required documents or explanations – s.447
- Furnishing false information – s.451
- Using company’s money to acquire shares directly or indirectly
- Directors’ loans
- Accounting and audit offences
Insolvency
- Summary proceedings: where and when
- Criminal Liability of individuals
- Consent, connivance and neglect
- Fraud etc. In anticipation of winding up – s.206
- Transactions in fraud of creditors – s.207
- Misconduct in course of winding up - .s208
- Falsification of company’s books - .s.209
- Material omissions from statement relating to company’s affairs – s.210
- False representation to creditors – s.211
- Restriction on re-use of company names – s.216
- Due to co-operate with office holder in a winding up
- Moratorium offences
Financial Services & Markets Act 2000
- Regulation
- Financial provision
- False claims to be exempt from the general prohibition
- Listing particulars
- Publication of prospectus
- Failure to comply with requirements
- Failure to notify changes of control
- Consumer Credit act business
- Providing misleading information
- Consent, connivance and neglect
- Market rigging, misleading statements and practice
- Defences
- Disclosure of information
- Insider dealing
- Market abuse
Fraudulent trading
- S.458 Companies Act 1985 – fraudulent trading
- Carrying on of business
- Fraudulent intent
- Fraud on creditors
- Any fraudulent purpose
- Party to carrying on business
- Sentence
False accounting
- Theft Act 1968 s.17
- Dishonesty
- With a view to gain for himself or another
- With intent to cause loss
- Any account of record or document made or required for any accounting purpose
- False statements by company directors and officers – s.19 Theft Act 1968
- Participation by undischarged bankrupt in corporate affairs
Corruption
- Introduction
- Bribery and corruption at common law
- The public bodies corrupt practices act 1889
- Public Body
- Inducements and rewards
- Corruptly
- Corruption of Agents: the prevention of corruption act 1906
- Agent
