CRITIQUE OF CORPORATE CRIMINAL LIABILITY IN NIGERIA: ECHOES FROM SELECTED JURISDICTIONS

Abstract

The attribution of criminal responsibility to corporate entities remains one of the most complex frontiers of modern jurisprudence. Traditionally, Nigerian criminal law was anchored in the doctrine that criminal liability is personal, posing significant challenges to the attribution of criminal responsibility to corporate entities. Furthermore, with the exception of strict liability offences, there are serious questions of imputation of criminal liabilities based on the doctrines of actus reus and mens rea. In particular, there is no liability theory for determining the corporate mens rea of corporations. Most relevant Nigerian legislation and case laws do not recognise that a corporation can have mens rea1 . This paper introspects the question whether an artificial entity is capable of forming criminal intentions or actually committing a crime. This paper analyzes the statutory and judicial approaches to corporate criminal liability in Nigeria, with particular emphasis on the identification doctrine, vicarious liability, and strict liability offences under regulatory statutes. It further compares the Nigerian framework with models adopted in jurisdictions such as the United Kingdom, the United States, Australia and Canada, highlighting differences in attribution principles, enforcement mechanisms, and sanctions. Historically, the ‘Identification Principle’ dominated Common Law jurisdictions, limiting liability to the acts of the ‘directing mind and will’ of the company. However, the rise of transnational corporate crime, environmental disasters, and financial fraud has exposed the inadequacies of this narrow approach. This study employs a doctrinal research methodology and comparative approach to evaluate how these nations have transitioned toward broader models, such as the ‘Vicarious Liability’ model in the USA, the ‘Corporate Culture’ model in Australia, and the recent expansion of ‘Failure to Prevent’ offences in the UK. The findings reveal that while Nigeria’s legal framework is evolving through the Companies and Allied Matters Act 2020 and the Cybercrimes Act2 and other legislations, it lags in the practical enforcement of corporate culture liability compared to Australia and other examined models. The paper argues for a more coherent and robust legal regime, incorporating clearer attribution standards and enhanced sanctions, to strengthen corporate accountability and align Nigeria’s approach with international best practices. The paper concludes by recommending a legislative shift in Nigeria toward a wholistic ‘organizational fault’ model to bridge the gap between corporate form and criminal accountability.