"The main question we must consider is how to advance the social goals that society seeks to achieve by imposing responsibility on the corporation. The main considerations are deterrence and prevention of recurrence of offenses. There are those who argue that since the corporation has an incentive, stemming from the very harm to it, to prevent the harm, it is doubtful whether it is necessary to impose liability on the corporation in order to spur it to take action aimed at removing the organs that acted illegally or preventing the recurrence of those actions on the part of the organs. .... Others argue that imposing such responsibility does indeed achieve the desired social goal. There are those who point to the difficulty facing the corporation in preventing the action of organs that act for their personal benefit and against the benefit of the corporation. This difficulty is also recognized by the law itself, in that it establishes the duties of trust of the officers towards the company, and even establishes criminal offenses as stated in sections 423, 424, 424a, and 425 of the Penal Law..... It is deterrence considerations that must be decided in determining the scope of criminal liability of corporations."
(Emphasis added - M.A.C .)
It should be emphasized that the question relates to the purpose of the commission of the offense and not to the consequences of exposing it, since there is no dispute that even an offense intended to benefit the corporation, such as bribery, as a result of which the corporation won a huge deal, the corporation was harmed when it was exposed. In this regard, the words of Hamdani, The Responsibility of the Corporation (ibid., at p. 776) are appropriate:
"When the offense is intended to harm the corporation, it is reasonable to assume that the cost of its execution will ultimately be imposed on the shareholders even without any legal intervention. Therefore, it should be expected that corporations will activate their control and supervision mechanisms in order to prevent offenses that harm them.It is important to emphasize that a distinction must be made between offenses intended to harm the corporation and offenses whose exposure – whether on the legal level or in terms of reputational damage – is negative for the corporation. The fact that exposing the offense will lead to harm to the corporation does not obviate the need to motivate the corporation to prevent offenses of this kind."