Stakeholders’ Compliance Programs: From Management of Legality to Legitimacy

Abstract

The grounds for ascribing criminal responsibility to legal persons may be understood in two fundamentally different ways. The first, the imposition of a sanction, constitutes a form of regulation, similar to the taxes or other types of incentives used by lawmakers or governmental agencies. From this perspective, criminal sanction provides an incentive for the entity’s managers to establish effective internal procedures to prevent and detect illegal behavior. The punishment of the legal entity does not imply any kind of reproach, or at least this is a secondary aspect. The regulatory view of the criminal responsibility of legal persons contrasts with a genuinely criminal understanding, according to which criminal liability implies true culpability, and the imposition of the punishment therefore entails social and ethical censure.