CORPORATE CRIMINAL LAW

Professor Joshua Kleinfeld

Northwestern Pritzker School of Law
Executive LLM Chicago Program
July 5-7, 2018

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Course Description:
Corporate and white-collar crime are growth areas in American and European
law. Corporations that do business in the United States, even if foreign, can be prosecuted
as entities under U.S. law. Individuals can likewise be prosecuted for crimes committed
while working for corporations. A large and growing set of U.S. statutes criminalize
business-related activities, including offenses committed outside the territory of the United
States. And other major economies, like Germany, France, and the United Kingdom, have
developed their own approaches to corporate crime, which are very different from the U.S.
approach, very different from one another, and rapidly changing. Are these developments
just? Are they good for the economy? And as a practical matter, how can a businessperson
avoid criminal liability?

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Learning Objectives:

This course will familiarize legal and business professionals with the burgeoning body of
criminal law that bears on their conduct. It has five learning objectives:
§ introduce students to the foundational concepts of criminal law;
§ familiarize students with core principles of U.S. federal corporate criminal law;
§ get students up-to-date on current U.S. federal enforcement policy and major
statutes;
§ introduce students to corporate criminal law regimes outside U.S. federal law;
§ engage students on the fundamental policy questions connected to corporate
criminal law, including both questions of justice and economic productivity.

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Reading and Grading:
§ All of the reading is on Canvas. The reading matters; please complete each day’s
reading before the day begins.
§ Grading will be based on class participation (25%); in-class, skills-building activities
(25%); and a paper (50%).
§ Your task for the paper is to write a brief case study of corporate criminal law at
work. Specifically, you should pick one particular instance of corporate crime (or
suspected corporate crime) and: (a) describe what happened factually; (b) describe
what happened (or might happen) legally; and (c) discuss normatively what in your
view is the right outcome in the case.
§ Please aim for approximately 1200 words, which is about 3-4 pages (depending on
formatting, which is entirely up to you). There is no strict word requirement or
limit—you may write as many or as few words as you like—but note that more
words does not mean a better paper or a better grade. The goal is not to write
something long or elaborate; the goal is simply to understand and reflect on a
concrete, real-life situation.
§ The paper is due on July 22 at 11:59 P.M. Please email it to:
joshua.kleinfeld@northwestern.edu
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DAY 1

Unit 1 Foundations of Criminal Law I:

The Civil/Criminal Distinction –

Condemnation, Punishment, and Procedure

Unit 2 Foundations of Criminal Law II:

General Principles of Criminal Liability –

Elements, Actus Reus, and Mens Rea

Unit 3 Foundations of Criminal Law III:

Group Liability –

Complicity and Conspiracy

DAY 2

Unit 4 Principles of Corporate Liability I:

Entity Liability Under U.S. Federal Law

Unit 5 Principles of Corporate Liability II:

Agent Liability Under U.S. Federal Law

Unit 6 Principles of Corporate Liability III:

Comparative Perspectives –

Delaware, New York, California, Germany, France, and the UK

Class Exercise Application and Assessment Exercise

DAY 3

Unit 7 Federal Policy I:

The Policy Question

Unit 8 Federal Policy II:

In the Department of Justice

Unit 9 Federal Policy III:

Some Typical Corporate Crimes

Class Exercise Application and Assessment Exercise