This article considers the question of whether corporate entities can benefit from the criminal-law defence of duress. The excuse of duress is accorded in recognition of the defendant’s extreme fear of a threatened consequence, and it is unclear whether corporate entities—as distinct from their members—can experience fear. Many proponents of corporate rationality deny that corporations can have emotional states. I argue that corporations can experience the fear that is necessary to ground a claim of duress, but that the law should (...) only allow fear to excuse coerced corporate action in a narrow set of circumstances. (shrink)

Voting is a collective activity: it requires more than one person to win a vote. In a corporation, voting allows the winning idea to become an intention of the corporate group once the vote is concluded. In this paper, argue that unlike in corporate boards, in a democratic election, the voting process does not create a group intention. The difference between the two processes is an oft-overlooked moment directly after the corporate vote in which members on the losing side ratify (...) the decision of the group and move on with the group into the future. In state elections, because of the high cost of renouncing membership, there is typically no ratification moment. While different groups do have collective intentions prior to an electoral vote, the vote itself does not manifest the intention of a group agent such as ‘the People.’ This conclusion has implications for minority rights. (shrink)

Acting as part of a corporation may allow an individual more easily to rationalize participating in a harmful act, but there are countervailing forces in corporate action that increase moral oversight and accountability. Making use of group agency to explain membership as a special feature of some corporate agents, I argue that when someone becomes a member of an organized group like a company, their own moral responsibility becomes entangled with the decisions of other members of the company, whether or (...) not they intend this effect. This moral entanglement in corporate decision-making explains why individuals have a moral obligation to act in their role as a corporate officer when they would not have an obligation to act in a personal capacity even if they had identical knowledge. The entanglement affects the individual’s own moral status and the moral status of the company itself. Moral entanglement of corporate decision-makers provides a principled explanation for a rule that is present in corporate criminal law that corporate officers with knowledge that another employee is about to commit a crime must actively intervene, and cannot rely on their status as bystanders. (shrink)