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Yet many wondered whether the power of state government was sufficient to control the insatiable interests and entrepreneurial designs of corporations. ‘‘The influence of financial men has become so powerful and far reaching in self-interest,’’ according to one commentator, ‘‘that doubt is expressed whether its iron grip on government and business can ever be destroyed. This mighty power has crippled or destroyed competition by placing a limitation in the field of production. . ’’ 68 The notion that corporations are not ‘‘persons’’ but only artificial entities outside the scope of the criminal law was now nowhere to be found.

87 The premise of a shared risk between principals and agents seems to have been more apparent than real. The notion of risk sharing is often eroded by strong incentives to quietly discipline or terminate wayward employees so that a strict imputation of liability to the entity might be avoided. 88 Detecting employee misconduct subjects the corporation to incrimination and, thus, to a tax. 89 An awareness of this problem emerged immediately after Hudson as corporations considered the expenditure of their enforcement costs.

81 With joint and several liability, however, both the principal and its agents share a distinct risk of liability and, from it, a reciprocal incentive for law abidance. 82 The ingenuous public policy that emerged in New York Central & Hudson River Railroad shared the allocation of risks to both principal and agent. 83 Corporate liability deters crime; it moves risk of loss away from risk-averse officers and directors toward the firm; it efficiently distributes liability risk between the firm and employees.