Journal article
Successor Identity
Yale journal on regulation, Vol.36(1), pp.1-44
2019
Abstract
The law of successor criminal liability is simple-corporate successors are liable for the crimes of their predecessors. Always. Any corporation that results from any merger, consolidation, spin-off etc., is on the hook for all the crimes of all the corporations that went into the process. Such a coarse-grained, one-track approach fails to recognize that not all reorganizations are cut from the same cloth. As a result, it skews corporate incentives against reorganizing in more socially beneficial ways. It also risks punishing corporate successors unjustly.
This Article offers a more sophisticated approach to successor liability: successors should be liable for the crimes of their predecessors only when they inherit their predecessors' compliance vulnerabilities. In the terms developed by this Article, these successors share a "criminal identity" with their predecessors. Such an approach would incentivize corporations to structure reorganizations in ways that improve compliance and minimize the likelihood of future offenses. At the same time, it would do a better job of ensuring that the criminal law punishes corporate successors only when they deserve it.
Details
- Title: Subtitle
- Successor Identity
- Creators
- Mihailis E. Diamantis - Univ Iowa, Coll Law, Law, Iowa City, IA 52242 USA
- Resource Type
- Journal article
- Publication Details
- Yale journal on regulation, Vol.36(1), pp.1-44
- Publisher
- Yale Journal On Regulation
- ISSN
- 0741-9457
- eISSN
- 2376-5925
- Number of pages
- 44
- Language
- English
- Date published
- 2019
- Academic Unit
- Law Faculty; Philosophy
- Record Identifier
- 9984397194002771
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