INTRODCUTION
In simple language, corporation means a group of individuals who come together to do business. Corporation is the creation of law, a business entity recognized by law. Although, English law establishes the origins of the modern corporation in the fourteenth century, some authors[1] believe that the origins of the corporation can be traced back to the twelfth century, or perhaps to Roman law, the judicial person is said to have been recognized. Sir Henry Main suggested that a type of corporate (personally opposed) responsibility lay at the very heart of the primitive legal system. The society was not what it is currently believed to be, a collection of individuals. In fact, and looking at the men joining it, it was an aggregation of families. The law recognized this system of small independent corporations. Corporations are of two kinds:
- Corporation Aggregate, and
- Corporation Sole.
A corporation total is a corporate body with a membership of several individuals. It is formed by the quantity of individuals known as shareholders, pooling their resources known as capital to begin with and it serves the common interest of all shareholders and one is a profit earner.[2] It was the Industrial Revolution of the seventeenth century and the reform of the transport system, which brought previously unforeseen changes not only in the size and structure of corporations, but also in the role and functions of corporations in society. Over the past century, the concept of a corporation has shifted from the idea of an enterprise headed by an entrepreneur who both owns and drives ongoing concern, to an organization where stock ownership differs from the corporation’s control of affairs the latter is being managed by a professional, hiring and self-bureaucratic. Furthermore, the role of individual shareholder has changed from part-owner to investor, and its importance has diminished in large corporations where the most important shareholders are collective units. Shareholder attachment to the corporation is becoming secondary and indirect, reflecting the fact that corporations serve a wide variety of interests other than shareholders, including their employees, customers, and the community at large. And subsequently, it has been seen that “Corporations can at this point don’t be identified with a solitary homogeneous gathering of people. Its choices and activities are consequential and responsible for a complex set of interests and clashing claims”[3]. This is a more significant change for the reasons for criminal law and the inconvenience of corporate criminal liability on corporations.
In today’s economic and social structure, a corporation has functional structures, it is permanent, large, formal, complex and goal-oriented, and has a decision-making structure. While not all corporations share the trait of large-scale operations involving multiple individual participants, it ought to be noted that small corporations generally do not pose the same problems for prosecution as larger ones. Furthermore, the social importance of an organization’s policies and decisions increases with the magnitude of its resources, thereby damaging the large capacity of large organizations. It has also been observed that large corporations create disaster situations.
[1]Gross,Edwards;“Organizationstructureandorganizationcrime”,inGilbertGeisandEzraScotland(Eds.)“Whitecollarcrime,theoryandresearch”SagePublications(1980)p.53.
[2]Salmond;“Salmond onJurisprudence”, FitzgeraldP.J. (Edt.), UniversalLaw PublishingPvt.,NewDelhi,2002p.305-328.
[3]M. Dan-Cohen;“Rights, Persons and Organizations”1986 Berkeley, UniversityofCalifornia Press,p.27