The criminal liability of administrators and directors of commercial companies in the context of corporate crimes constitutes a crucial area in Economic Criminal Law in Spain. This article focuses on analyzing the essential aspects of such liability, based on current legislation and relevant jurisprudential examples.
Corporate Crimes
Corporate crimes, contemplated in the Criminal Code, encompass a series of illicit conducts carried out by the administrators or directors of a company. These crimes are typified to protect transparency, good corporate governance, and the interests of shareholders, investors, and third parties.
Among the main corporate crimes are mismanagement, imposition of abusive agreements, denial of social rights, and document forgery. Each of these crimes has its particularities and specific penalties, ranging from fines to prison sentences, depending on the severity of the act and the harm caused.
Direct Responsibility of Administrators
Criminal liability is direct when the administrator or director personally commits the criminal act. This includes situations where the administrator acts fraudulently, abuses his powers, or engages in any conduct that the criminal law specifically punishes.
Spanish courts have held that responsibility does not dissolve through the corporate structure; on the contrary, it is personalized in whoever has the decision-making and execution capacity of the acts that turn out to be criminal. This perspective ensures that the top management cannot hide behind the corporate entity to evade criminal responsibilities.
Normative and Jurisprudential Evolution
Criminal legislation has evolved to adapt to the complexities of the modern corporate world. Recent legislative changes have refined the definition of corporate crimes and have adjusted the corresponding penalties, seeking greater effectiveness in crime prevention and in the protection of economic and business interests.
Jurisprudence, for its part, has played a crucial role in interpreting and applying these rules, adapting them to specific cases and setting important precedents. The Supreme Court has clarified ambiguous aspects of the Law and has established solid criteria on what constitutes the crime of mismanagement, thus outlining the contour of the criminal liability of the administrators and directors of commercial entities.
Practical Implications and Prevention
In practice, the implication of this criminal liability is significant for business management. Administrators and directors must be permanently informed and updated about the legal provisions that regulate their conduct as well as about the criminal consequences that may arise from their acts.
Prevention is key in this area. Companies are increasingly committed to implementing compliance or regulatory compliance programs, which not only seek to prevent the commission of crimes within the company, but also serve to mitigate possible sanctions in case crimes are committed. These programs include action protocols, employee training, and surveillance and control measures, representing an essential element in the corporate culture of crime prevention.
