The passage into law of the Economic Crime and Corporate Transparency Act 2023 (ECCTA 2023) marks the first time that Parliament has made significant changes to the common law principles of corporate criminal liability. First, for fault-based crimes, the ECCTA 2023 extends the common law practice of identifying a company with the criminal acts of its directors. By virtue of section 196 of the Act, a company may now also be identified with fault-based criminal acts engaged in by its ‘senior managers’ below directorial level. Secondly, the ECCTA 2023 creates a new corporate offence of failing to prevent fraud, although this may be committed only by so-called ‘large organisations’. I argue that the first of these reforms was not properly thought through, and that it should in any event have been made largely redundant by giving wider scope to the second of these reforms. An opportunity was missed in the ECCTA 2023 to make a failure-to-prevent serious crime a more generally applicable principle of corporate criminal liability.
