In summary, on the eve of the amendment to the Penal Law , case law determined that the doctrine of organs is the basis for holding a corporation criminally liable, based on the identification of the behavior and thoughts of the organ with those of the corporation (see also Yossi Cohen, Corporate Law, 292 (5767-2007, chapter 3.9: The Criminal Liability of the Company).
3.2.2. Enactment of Section 23 of the Penal Law
Section 23 of the Penal Law was enacted as part of the addition of the general part to the law in Amendment 39 to the Penal Law in 1994. From the bill that preceded the amendment (the Penal Bill (Preliminary Part and General Part), 5752-1992, 115 (H.H. 2098), it emerges that section 23 is based on the doctrine of organs in accordance with the principles outlined in the matter of informants. The explanatory notes to the bill (at p. 126) state:
"This responsibility [of the corporation] is not based on any guilt, since the subject of liability as a legal body – an artificial creation of the legislature – it is not able, without muscles, to carry out an action, and most importantly, it is incapable of creating its own mental position. For this reason, various theoretical difficulties arose in the past regarding the criminal liability of a corporation, but over time it was found that it was possible to overcome them under a number of conditions...A corporation will bear criminal liability for an offense that requires criminal thought or negligence, when the person who committed the act is, according to the corporation's administrative procedures, a senior position in the management of the corporation to the extent that his act can be viewed as the corporation's act and his criminal thought or negligence as the criminal thought or negligence of the corporation itself..."
The bill was based on the work of Prof. S.VII. Feller and Prof. M. Kremnitzer, in which they proposed a preliminary part and a general part of the Penal Law (see: S.Z. Feller and Mordechai Kremnitzer, "Proposing a Preliminary Part and a General Part for a New Penal Law and Explanatory Notes", Mishpatim 14, 127 (1984-1985), There the authors point to similar matters (ibid., p. 207).