The American Law Institute's Model Penal Code provides that a corporation cannot be convicted of a criminal offense for the conduct of its employees or board of directors.

Model Penal Code

A text designed to stimulate and assist U.S. state legislatures to update and standardize the penal law of the United States.

Corporation

A legal entity recognized by law as separate from its owners, with its own rights and liabilities, allowing it to enter into contracts, own assets, and be liable for its actions.

Criminal Offense

An act punishable by law, typically involving harm to society or a breach of public order.