本文以美國法為觀察基礎，探討其對法人犯罪之刑事歸責理論，分析聯邦最高法院所採代位責任及州體系模範刑法典之法人刑事責任類型，建構法人歸責模式與可罰性基礎。法人內部監督失靈所致之犯罪行為，其處罰之預防目的應大於應報性質，因此，美國檢察官依聯邦法人起訴基本準則所列審酌因素，與法人達成附條件緩起訴協議，課予履行特定條件之義務，藉由法人建置法令遵循計畫與推動公司治理改革，以實質預防再犯。同時，美國司法部所設計之法令遵循計畫評估指引，為強化不法風險管理架構之重要參考；另為落實法令遵循作為犯罪風險管理策略，亦探討董事會等治理階層對計畫執行有效性之監督機制。最後，參酌美國法制將法令遵循納入刑事管制工具，結合刑事程序法，提出我國法人犯罪管制之制度設計與未來刑事政策建議。;The current criminal law theory in Taiwan adheres to the principle that natural persons are the primary subjects of crime and bearers of criminal liability. Consequently, our general criminal law lacks specific provisions addressing corporate crimes, resulting in insufficient deterrence and prevention against such offenses. To ensure the legitimacy of punishing legal persons, the rationale and basis for liability should be founded upon “Reckless” as the grounds for punishment. That is, the legal person fails to fulfill its mandatory duty to act, thereby incurring its independent corporate culpability. In such circumstances, both the individual perpetrator and the legal person bear responsibility for their respective actions that fulfill the elements of the crime. This approach aligns with the criminal law theory and the principle of culpability.
This thesis examines the theory of criminal liability for corporate offenses based on U.S. law, analyzing the vicarious liability approach adopted by the U.S. Supreme Court and the types of corporate criminal liability outlined in the Model Penal Code for state systems. It constructs a framework for corporate liability and the basis for punishability. For crimes resulting from internal oversight failures within corporations, the prevention purpose of punishment should outweigh retributive justice. Therefore, U.S. prosecutors enter into conditional deferred prosecution agreements with corporations based on “Factors to be Considered” outlined in the Principles of Federal Prosecution of Business Organizations. These agreements impose obligations to fulfill specific conditions, such as implementing compliance programs and advancing corporate governance reforms, thereby substantively preventing recidivism. Concurrently, the U.S. Department of Justice′s Evaluation of Corporate Compliance Programs serves as a crucial reference for strengthening legal risk management frameworks. To implement compliance as a criminal risk management strategy, this thesis also examines oversight mechanisms by governance bodies like boards of directors to ensure program effectiveness. Finally, drawing on the U.S. legal system′s integration of compliance as a criminal control tool within criminal procedural law, this thesis proposes institutional designs and future criminal policy recommendations for corporate crime control in Taiwan.
