Prosecuting The Corporate Mind

It is an age-old principle of corporate law: corporations can act only through their agents. Ensley v. City of Nashville, 61 Tenn. 144, 146 (1872) ("Corporations can only act through their agents, and must be held accountable for their acts, otherwise citizens may be ruined through irresponsible citizens.")  Companies therefore are generally liable, both civilly and criminally, for the conduct of agents acting on their behalf.  But what about their thoughts?  Do corporations think only through their agents, or do they have a mind of their own?  The answer is more than a philosophical one, and it can have real consequences, as shown by two recent federal criminal trials in the Northern District of California.