Issues:I. What common law and statute makes a corporation criminally liable?II. Discuss whether the actions of a low-level employee result in criminal liability for a company for a regulatory offense that does not involve strict liability?Rules:I. Lennard's Carrying Co Ltd v Asiatic Petroleum Co Ltd [1915] AC 705II. HL Bolton Co Ltd v TJ Graham & Sons Ltd [1975] 1 QB 159III. Tesco Supermarket Ltd v Nattrass [1972] AC 153IV. Meridian Global Funds Management Asia Ltd v Securities Commission (1995) 13 ACLC 3245V. ABC Development Learning Centers Pty Ltd v Wallace [2006] VSC 171VI. The Criminal Code Act 1995 (Cth)VII. Companies Act, 2001VIII. Trading Practices Act 1974 (Cth)IX. Crimes (Manslaughter) Act 1900Applying the laws to the factsSection 124 of the Corporations Act 2001 establishes a company as a separate legal entity which has the same characteristics as a natural body corporate. Even if a company has no physical existence, this does not prevent the company from complying with common law and statutory law by being liable in relation to tort, crime and contract. You may enter into a contract in your own name and you may sue or be sued for failing to fulfill your contractual obligations and thereby be held liable for breach of that contract. Consequently, the actions provided for by criminal and civil law are the responsibility of the institution. Before ascertaining the criminal liability of the company, it is important to clearly distinguish two forms of liability: • primary (or direct); and• secondary (or indirect) liability. Primary liability occurs when the company itself is believed to have committed a wrong. A society itself, however, has no capacity for physical action nor does it possess intentions or knowledge that differ from those of human beings. Denning LJ in HL Bolton stated that directors and managers were simply like the human brain in a society which controlled its body (the society) through the mind and the ruling will. The state of mind of these decision makers represented the state of mind of the company and was addressed by law. As in criminal law, directors or managers are found guilty, otherwise the company itself would be guilty. Secondary liability exists when the company is held liable for the acts or omissions of an individual. For example, a person suffers serious injury due to a lower-level employee's lack of duty of care within the employment relationship. The lack of duty of care on the part of the employee is to be considered as a lack of duty of care on the part of the company..