# Justice Manual § 9-28.500: Pervasiveness of Wrongdoing Within the Corporation

> Federal · Agency guidance · In force

URL: https://www.frixlaw.com/law-library/statutes/JM_S9-28.500

## Section

- **Citation:** Justice Manual § 9-28.500
- **Heading:** Pervasiveness of Wrongdoing Within the Corporation
- **Jurisdiction:** Federal
- **Kind:** Agency guidance
- **Status:** In force
- **Text as of:** August 14, 2026
- **Source:** Compiled text
- **Location:** DOJ Justice Manual / Title 9: Criminal / 9-28.000 - Principles of Federal Prosecution Of Business Organizations / Justice Manual § 9-28.500

## Text

A. General Principle:
A corporation can only act through natural persons, and it is therefore held responsible for the acts of such persons fairly attributable to it. Charging a corporation for even relatively minor misconduct may be appropriate where the misconduct was pervasive and was undertaken by a large number of employees, or by all the employees in a particular role within the corporation, or was condoned by senior management. On the other hand, it may not be appropriate to impose liability upon a corporation, particularly one with a robust compliance program in place, under a strict
respondeat superior
theory for the single isolated act of a rogue employee. There is, of course, a wide spectrum between these two extremes, and a prosecutor should exercise sound discretion in evaluating the pervasiveness of wrongdoing within a corporation.

B. Comment:
Of these factors, the most important is the role and conduct of management. Although acts of even low-level employees may result in criminal liability, a corporation is directed by its management, and management is responsible for a corporate culture in which criminal conduct is either discouraged or tacitly encouraged. As stated in commentary to the Sentencing Guidelines:

Pervasiveness [is] case specific and [will] depend on the number, and degree of responsibility, of individuals [with] substantial authority...who participated in, condoned, or were willfully ignorant of the offense. Fewer individuals need to be involved for a finding of pervasiveness if those individuals exercised a relatively high degree of authority. Pervasiveness can occur either within an organization as a whole or within a unit of an organization.

U.S.S.G. § 8C2.5, cmt. (n. 4).

[updated March 2023]

## Nearby sections

- [Justice Manual § 9-28.010 Foundational Principles of Corporate Prosecution](https://www.frixlaw.com/law-library/statutes/JM_S9-28.010.md)
- [Justice Manual § 9-28.100 Duties of Federal Prosecutors and Duties of Corporate Leaders](https://www.frixlaw.com/law-library/statutes/JM_S9-28.100.md)
- [Justice Manual § 9-28.200 General Considerations of Corporate Liability](https://www.frixlaw.com/law-library/statutes/JM_S9-28.200.md)
- [Justice Manual § 9-28.210 Focus on Individual Wrongdoers](https://www.frixlaw.com/law-library/statutes/JM_S9-28.210.md)
- [Justice Manual § 9-28.300 Factors to Be Considered](https://www.frixlaw.com/law-library/statutes/JM_S9-28.300.md)
- [Justice Manual § 9-28.400 Special Policy Concerns](https://www.frixlaw.com/law-library/statutes/JM_S9-28.400.md)
- [Justice Manual § 9-28.500 Pervasiveness of Wrongdoing Within the Corporation](https://www.frixlaw.com/law-library/statutes/JM_S9-28.500.md)
- [Justice Manual § 9-28.600 The Corporation's History of Misconduct](https://www.frixlaw.com/law-library/statutes/JM_S9-28.600.md)
- [Justice Manual § 9-28.700 The Value of Cooperation](https://www.frixlaw.com/law-library/statutes/JM_S9-28.700.md)
- [Justice Manual § 9-28.710 Attorney-Client and Work Product Protections](https://www.frixlaw.com/law-library/statutes/JM_S9-28.710.md)
- [Justice Manual § 9-28.720 Cooperation: Disclosing the Relevant Facts](https://www.frixlaw.com/law-library/statutes/JM_S9-28.720.md)
- [Justice Manual § 9-28.750 Oversight Concerning Demands for Waivers of Attorney-Client Privilege or Work Product Protection By Corporations Contrary to This Policy](https://www.frixlaw.com/law-library/statutes/JM_S9-28.750.md)
- [Justice Manual § 9-28.800 Corporate Compliance Programs](https://www.frixlaw.com/law-library/statutes/JM_S9-28.800.md)
- [Justice Manual § 9-28.900 Voluntary Self-Disclosures](https://www.frixlaw.com/law-library/statutes/JM_S9-28.900.md)

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Source: Frix Law Library, https://www.frixlaw.com/law-library/statutes/JM_S9-28.500. Check the current official text before relying on it. Not legal advice.