Under federal law, corporations or most other legal entities may be criminally liable for the crimes of their employees and agents. This is true in the case of regulatory offenses, like crimes in violation of the Federal Food, Drug, and Cosmetic Act; it is true in the case of economic offenses, like crimes in violation of the securities laws; and it is true in the case of common law crimes, like keeping a house of prostitution in violation of the Mann Act. Ordinarily, the agents and employees who commit the crimes for which their principals and employers are liable also face prosecution and punishment. Individual criminal statutes, Justice Department policies, and the Sentencing Guidelines largely dictate the circumstances under which, and the extent to which, agents, employees, corporations, and similar unincorporated entities are prosecuted and punished. This is a brief overview of federal law in the area. It was said at common law that "a corporation cannot commit treason, or felony, or other crime, in its corporate capacity: though its members may, in their distinct individual capacities." That perception changed over time. First, it was agreed that a corporation might be held criminally liable for its failure to honor certain legal obligations (nonfeasance); then for the inadequate manner in which it performed certain legal obligations (malfeasance). At the dawn of the 20 th century, the Supreme Court expressed a more sweeping view: It is true that there are some crimes which, in their nature, cannot be committed by corporations. But there is a large class of offenses ... wherein the crime consists in purposely doing the things prohibited by statute. In that class of crimes we see no good reason why corporations may not be held responsible for and charged with the knowledge and purposes of their agents, acting within the authority conferred upon them. If it were not so, many offenses might go unpunished and acts be committed in violation of law where, as in the present case, the statute requires all persons, corporate or private, to refrain from certain practices, forbidden in the interest of public policy. The Court spoke of "crimes which in their nature, cannot be committed by corporations," but did not explain what specific crimes it had in mind. When it spoke, it did so in the midst of a debate over whether a corporation could be held criminally liable not only for crimes of action and inaction (malfeasance and nonfeasance) of its agents but also for those crimes which required that their agents acted with a specific intent (mens rea) such as the intent to defraud ("since a corporation has no soul, it cannot have actual wicked intent"). The Court pointed toward resolution of the issue, however, when it observed that the question turns on the nature of the crime and not the nature of the corporation ("some crimes in their nature, cannot be committed by corporations"). Since, in the federal sphere, there is no crime but by act of Congress, the question is one of statutory proscription and congressional intent. Most federal criminal statutes apply to "whoever," or to any "person" who violates their prohibitions. Although, in ordinary parlance, the word "person" usually refers to a human being, the law often gives it a broader meaning. The Dictionary Act provides that "In determining the meaning of any Act of Congress, unless the context indicates otherwise ... the words 'person' or 'whoever' include corporations, companies, associations, firms, partnerships, societies, and joint stock companies, as well as individuals." The courts have used the Dictionary Act definition to give meaning to the words "person" or "whoever" in the context of a criminal statute. Federal statutes frequently provide individual definitions of the entities that fall within their proscriptions. Some are as terse as that of the racketeering statute, "'person' includes any individual or entity capable of holding a legal or beneficial interest in property." Others, like the tax crime definition, are more detailed: When used in this title, where not otherwise distinctly expressed or manifestly incompatible with the intent thereof—(1) Person.-The term "person" shall be construed to mean and include an individual, a trust, estate, partnership, association, company or corporation. (2) Partnership and partner.-The term "partnership" includes a syndicate, group, pool, joint venture, or other unincorporated organization, through or by means of which any business, financial operation, or venture is carried on, and which is not, within the meaning of this title, a trust or estate or a corporation; and the term "partner" includes a member in such a syndicate, group, pool, joint venture, or organization. (3) Corporation.-The term "corporation" includes associations, joint-stock companies, and insurance companies. Still others have taken special care to mention governmental entities when listing those covered by their proscriptions. The caution reflects judicial reluctance, absent explicit language, to conclude that Congress intends to expose governmental entities to punitive measures. In federal law, corporate criminal liability is ordinarily confined to offenses (a) committed by the corporation's officers, employees, or agents; (b) within the scope of their employment; and (c) at least in part for the benefit of the corporation. The test for whether an activity falls within the individual's scope of authority is whether the individual engages in activities "on the corporation's behalf in performance of [his] general line of work.... those acts must be motivated, at least in part, by an intent to benefit the corporation." If the standard is met, the corporation will be liable notwithstanding the fact that it expressly directed its agent, employee, or officer not to commit the offense at issue. Under the Model Penal Code and many state penal codes, corporate criminal liability may depend upon the misconduct of senior management officials; the misconduct of lower level employees is not always enough even when they act within their scope of authority for the corporation's benefit. As a general rule, "[c]orporations may be held liable for the specific intent offenses based on the 'knowledge and intent' of their employees." Again, the rule extends only to those instances when the employee or agent acted, or acquired knowledge, within the scope of his or her employment, seeking, at least in part, to benefit the corporation. The law is somewhat more uncertain when a corporation's liability turns not upon the knowledge or the intent of a single employee but upon cumulative actions or knowledge of several. With rare exception, statutes which expose a corporation to criminal liability do not absolve the officers, employees, or agents whose violations are responsible for the corporation's plight. From time to time, the courts have encountered the argument that an individual cannot be at once both the person who violates the statute and the personification of the corporation that violates the statute: "[W]hen the officer is acting solely for his corporation, the appellee contends that he is no longer a 'person' within the Act. The rationale for this distinction is that the activities of the officer, however illegal and culpable, are chargeable to the corporation as the principal but not to the individual who perpetrates them." To which the courts have responded, "No intent to exculpate a corporate officer who violates the law is to be imputed to Congress without clear compulsion." Conspiracy raises a slightly more difficult issue. Conspiracy is the agreement of two or more persons to commit some other federal crime. Although the courts have sometimes recognized an intracorporate defense in civil conspiracy cases, they have concluded that a corporation and each of the participating individuals may be liable for plots among two or more of the corporation's officers or employees. On the other hand, a "corporate officer, acting alone on behalf of the corporation, [may] not be convicted of conspiring with the corporation." Conspiracy also presents one of the three situations in which corporate officials and employees may face criminal liability under federal law even though they themselves did not commit, and perhaps did not even know of, the misconduct of other officers or employees. Thus, though an officer or employee has no direct hand in the matter, he is liable for foreseeable offenses committed by one of his co-conspirators in furtherance of their common scheme. The second situation occurs when the official or employee either instructs another to commit a federal offense or aids and abets another in the commission of a federal offense, or takes some action after the fact to conceal the commission of a federal offense by another. Like conspiracy, liability for procuring or aiding and abetting the offense of another focuses on conduct committed before the commission of the underlying substantive offense: Whoever commits an offense against the United States or aids, abets, counsels, commands, induces or procures its commission, is punishable as a principal. (b) Whoever willfully causes an act to be done which if directly performed by him or another would be an offense against the United States, is punishable as a principal. "In order to aid and abet another to commit a crime it is necessary that a defendant in some sort associate himself with the venture, that he participate in it as in something that he wishes to bring about, that he seek by his action to make it succeed." The officer or employee must know of the colleague's pending misconduct and by his action intend to facilitate it. Moreover, unlike conspiracy, which requires at least two individuals, even a sole stockholder may be guilty of aiding and abetting the crime of a corporation. Misprision and liability as an accessory after the fact focus on conduct committed after the commission of the underlying substantive offense. Misprision requires proof that the defendant knew of the commission of a federal felony by another, and that he not only failed to report the offense to authorities but affirmatively acted to conceal it. An accessory after the fact charge requires proof that the defendant knew of the commission of a federal offense by another and assisted the other to avoid arrest, trial or punishment. Both statutes essentially create general obstruction of justice offenses.