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Debunking Corporate Moral Responsibility
Manuel Velasquez
Business Ethics Quarterly / Volume 13 / Issue 04 / October 2003, pp 531 - 562

DOI: 10.1017/S1052150X00006734, Published online: 23 January 2015
Link to this article: http://journals.cambridge.org/abstract_S1052150X00006734
How to cite this article:

Manuel Velasquez (2003). Debunking Corporate Moral Responsibility. Business
Ethics Quarterly, 13, pp 531-562 doi:10.1017/S1052150X00006734
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DEBUNKING CORPORATE MORAL RESPONSIBILITY
Manuel Velasquez
Abstract: I address three topics. First, I argue that the issue of corpo-
rate moral responsibility is an important one for business ethics.
Second, I examine a core argument for the claim that the corporate
organization is a separate moral agent and show it is based on an
unnoticed but elementary mistake deriving from the fallacy of divi-
sion. Third, I examine the assumptions collectivists make about what
it means to say that organizations act and that they act intentionally
and show that these assumptions are mistaken in their failure to un-
derstand the nature of intentional causality and of “as-if” intention-
ality. In exposing these mistakes I set out my own view in the form of
two theses, the first of which states that individual members of an
organization are always causally responsible for any corporate act,
and the second of which states that attributions of intentions to cor-
porations are always either descriptive or prescriptive attributions
of “as if” intentionality.
W hen assigning moral responsibility, should we treat a corporate organiza-

tion as one, or as a multitude? That is, can a corporate organization itself
be morally responsible (at least in part) for its actions, much like a large-scale
human being (what I call the “collectivist” view)? Or should we refuse to look
at a corporate organization as anything other than a multitude of inter-related
people each of whom is more or less1 morally responsible for what the organi-
zation does (what I call the “individualist” view), and reject, therefore, the idea
that the corporate organization has some additional share of moral responsibil-
ity that is distinct from the responsibility that can accrue to each of its members?2
This question was once heatedly debated in the literature on business ethics.3
Although it is not quite as hot a topic as it once was, it nevertheless continues to
simmer.4 Part of the reason why the issue may generate less heat than it once did
is that many now feel the issue has been resolved in favor of the view that
corporate organizations are morally responsible for their actions.5 Others look
on the question as an irrelevant philosophical issue with little practical signifi-
cance.6 I want to show that both of these views are mistaken.
In this essay I address three topics. First, I try to bring out by means of an
example the reasons why this issue is important and why it merits continued
attention. Second, I examine a core argument underlying the claim that the
© 2003. Business Ethics Quarterly, Volume 13, Issue 4. ISSN 1052-150X. pp. 531–562
532 BUSINESS ETHICS QUARTERLY
corporate organization is a separate moral agent and show that it is based on an

unnoticed but elementary mistake. Third, I examine the assumptions collectiv-
ists make about what it means to say that organizations act intentionally and
show that these assumptions are mistaken. In exposing these mistakes I propose
my own view of what corporate actions and intentions amount to in the form of
two theses. My aim is to take some small steps toward debunking the view that
a corporate organization is some kind of ghostly moral agent, what some have
called an “invisible person” 7 and others have said is “no collective name for
individuals, but a living organism and a real person, with body and members
and a will of its own.”8
Before beginning, however, it is important to say a few words about the no-
tion of moral responsibility that I am discussing. As I have elsewhere noted,9
the terms “responsible” and “responsibility” have at least three distinguishable
uses. First, the terms are sometimes used to describe a person as having the
character trait of dependability or integrity as in “He is a very responsible per-
son,” or “He acted with great responsibility.” We can call this the virtue sense of
responsibility. Second, the terms can be used to mean “obligation” or “duty” as
in “The social responsibility of business is to serve its stakeholders,” or “Busi-
ness is responsible for serving its stakeholders.” We can call this the deontic
sense of responsibility. In its deontic sense, responsibility is about what ought
to be done but might not yet have been done. Third, the terms can be used to
denote who or what is to blame for something that happened, as in “The storm is
responsible for the damage,” or “The ultimate responsibility for World War II
belongs to Hitler.” We can call this the causal sense of responsibility.10
The notion of responsibility that I want to discuss is a form of this third or causal
sense of responsibility. In this causal sense responsibility looks toward the past,
toward some act or event that someone or something has already caused. The re-
sponsible party in this sense is the party (or parties) that is identified as the (or one
of the) primary, or most salient, or most significant, cause of the past act or event.11
But there are two kinds of causal responsibility. The first is what I am going to
call natural responsibility. Natural causal responsibility is the kind of responsibil-
ity that we attribute to natural or non-intentional agents. Hurricanes, avalanches,
tornadoes, and earthquakes are examples of natural agents, and obviously they
can be responsible for inflicting damage on the world. The actions of natural agents,
however, are not intentional. The second kind of causal responsibility is what we
ordinarily call moral responsibility. Moral responsibility is the kind of causal re-
sponsibility that we attribute to an agent when the agent acts intentionally. We can
call such agents intentional agents. While natural agents, like hurricanes, ava-
lanches, tornadoes, and earthquakes, cannot be morally responsible for the injuries
they cause, intentional agents like human beings often are. Moral responsibility,
then, is the kind of causal responsibility that we attribute to intentional agents like
human beings when they caused (or helped to cause) some past event and did so
intentionally.12 I should mention that we need to construe “cause” broadly enough
here to include omissions. When a person has a duty to prevent an injury and is
DEBUNKING CORPORATE MORAL RESPONSIBILITY 533
able to do so, but fails to act, we may say that her failure to act—her omission—
was the cause or a contributing cause of the injury. The relation between omissions
and causality, and the notion of a cause itself, require much more discussion than
I, unfortunately, have space to give them here.
I also need to say a few words about what I mean by a corporate organization
since the term has legal connotations from which I want to dissociate myself. In
what follows I mean by a corporate organization nothing more than an orga-
nized group of people who collectively carry on some range of business activities
and which we recognize as a single body distinct from its environment. It is
important to keep this notion of a corporate organization distinct from the legal
notion of a corporation. A corporate organization, as I understand the term, need
not have the legal status of a corporation. On the other hand, since a corporation
in the legal sense can consist of a single person, a corporation need not be a
corporate organization. Corporate organizations existed long before our legal
concept of a corporation was developed. The ancient Greeks, for example, had
corporate organizations in the fifth century B.C., although our modern notions
of the corporation did not begin to develop until certain late Roman legal ideas
came to be combined with the sixteenth-century notion of a joint stock com-
pany. I should also note that I use the term “corporate” because it connotes
commercial or business activities and to emphasize the fact that an organization
is a distinct “body” (and so a corpus) of people.
It is very important not to confuse the legal notion of a corporation with the
notion of a corporate organization because the law, when it recognizes an orga-
nization as a corporation, can attribute to it features that can confuse the issues
we are discussing.13 The law can, for example, attribute rights, liabilities, du-
ties, beliefs, intentions, actions, causality, citizenship, and even personhood to
the corporation. Under the doctrines of respondeat superior and vicarious li-
ability, it can attribute to one party (an employer or a parent) the legal
responsibility for an action performed completely by another party (an employee
or an offspring) who was morally responsible for the action. We should not
assume that these legal attributions reveal anything about the real nature of a
corporate organization, nor of moral responsibility, since the law, if it chooses,
can make such attributions to any kind of object (trees, fetuses, dead people, for
example) for any number of reasons that have nothing to do with their real na-
ture.14 Of course, a corporate organization is often given the legal status of a
corporation and the word “corporation” can then be used to refer to what I call
a corporate organization. That should cause no problem here, so long as we
keep in mind that in what follows “corporation” should be taken to refer to an
organized group of people who collectively carry on some range of business
activities, and keep in mind, therefore, that none of what follows depends on the
organization’s possession of the legal status of a corporation nor on what the
law says about the legal entity it calls the “corporation.” I will say a bit more
below about how I understand the relation between the law and our non-legal or
pre-legal views of organizations.
1. The Significance of the Issue

Let me begin, then, with a concrete case that, I think, brings out much of
what is at stake in the debate over whether corporate organizations are ever
morally responsible for their acts in the sense I just explained. The case in-
volves National Semiconductor, a company headquartered in Santa Clara,
California, that designs and manufactures the silicon chips that form the hearts
of computers and other electronic devices:15
On March 6, 1984, the Department of Defense (DoD) charged that be-
tween 1978 and 1981 National Semiconductor had sold them some
twenty-six million computer chips that had not been properly tested and
then had falsified records to cover up the fraud. These potentially defec-
tive chips had been placed in airplane guidance systems, nuclear weapons
systems, guided missiles, rocket launchers, and other sensitive military
environments. Unfortunately, the chips were installed in scattered loca-
tions around the world and could no longer be tracked down. A government
official commented that if one of these computer chips malfunctioned, “You
could have a missile that would end up in Cleveland instead of the in-
tended target.”
Semiconductors manufactured for such military purposes are supposed to

undergo lengthy, costly, and highly rigorous tests to guarantee that each
works perfectly. Officials at National Semiconductor, however, admitted
the company had omitted the tests between 1978 and 1981 when it fell
behind its contract deadlines because of worker strikes, technical produc-
tion problems, and because intense infighting about the company’s direction
had led to the resignation of several key managers.
To cover up the omissions, National Semiconductor managers set up teams

in the company’s production department to falsify the documents testify-
ing that each chip had been tested. One employee told a reporter:
I’d say that over one hundred employees had to know. . . . Just
about everybody in production control knew about it who had been
there for six months. . . . There was a lot of documentation I per-
sonally dummied up. . . . When I realized how deeply things were
being falsified, I just couldn’t believe it. . . . I asked, “How did
things get the way they were?” Nobody seemed to be able to give
me a good answer.
Not all employees went along with the large-scale deception. Workers in
the company’s plant in Singapore, for example, refused to falsify their
records when ordered to do so.
National Semiconductor agreed to pay $1.75 million in penalties for de-

frauding the government. However, the company refused to provide the
names of any of the individuals who had participated in the decision to
omit the tests and falsify the documents, or any who had participated in
carrying out these decisions. The Department of Defense objected. It wanted
those individuals who had actually carried out the fraud to be punished
and to be barred from holding the positions from which they had executed
the fraud. “My concern,” said the legal counsel for the Department of De-
fense, “is simply that a corporation16 acts only through its employees and
officers.” Moreover, the Department of Defense argued, if those individu-
als continued to work at the company, the government would have no
assurance that the company would not engage in the fraud again.
Charles Sporck, then CEO of National Semiconductor, adamantly opposed

the idea. In a public statement he said: “We totally disagree with the De-
fense Department’s proposal. We have repeatedly stated that we accept
responsibility as a company and we steadfastly continue to stand by that
statement.” A Company spokesperson later reiterated that position. “We
will see [our individual people] are not harmed. We feel it’s a company
responsibility, [and this is] a matter of ethics.” Sporck prevailed. No indi-
vidual member of National Semiconductor was ever held criminally or civilly
liable for the crime. Only the company “as a company” was penalized.
I have spent considerable time developing the National Semiconductor case
because it illustrates, I think, the kinds of contexts in which the issue of organi-
zational versus individual responsibility becomes significant. The CEO of
National Semiconductor was arguing that the organization as such was respon-
sible for the fraud and had paid the penalty of $1.75 million, and that no individual
member of the company should be held responsible or punished. Implicit in his
position was the view that in some cases corporate organizations are respon-
sible for their acts and should be punished and that in at least some such cases
no member of the organization is responsible for what the organization has done
and so no individual should be subjected to punishment.17 The view of the legal
counsel for the DoD was exactly the opposite. While he did not contest the view
that the organization as such should be fined $1.75 million, he clearly felt that
this penalty upon the organization did not touch the parties who were in reality
responsible for the corporate act. His statement that “a corporation acts only
through its employees and officers” was intended to remind us that an
organization’s actions are brought about by the members of the corporate orga-
nization and so it is these members who in actuality are responsible for what the
corporate organization does and so it is they who should be punished. However,
because the view of the CEO of National Semiconductor prevailed, only the
corporate organization was penalized and no individuals were ever directly pun-
ished for the crime.
There are four reasons why this decision to accept the view that the corpo-
rate organization was responsible for the crime was significant. First, and most
obviously, the issue was significant because it bore directly on the question of
who ended up being punished for the company’s fraud. Because the corporate
organization as such was held responsible, it was penalized $1.75 million and
because it was accepted that no member of the organization was responsible,
none of the individuals who participated in the crime had to suffer. If the view
of the DoD had prevailed, on the other hand, several individuals would likely
have found themselves in jail or, at least, subjected to heavy fines and job losses.
Attributions of responsibility have real consequences on who is punished when

things go wrong.
The decision to accept the view that the corporate organization but no indi-
vidual was responsible for the fraud was also significant for a second reason: it
bore directly on the issue of whether the punishments that were in fact imposed
reasonably could be expected to deter future occurrences of fraud and thus ef-
fectively control the behavior of this company. If only the corporate organization
as such was held responsible for the crime and if no individuals were directly
punished and removed from their positions, then, the DoD worried, the fraud
might reoccur, because the people who had carried out the fraud would remain
in a position to carry it out again and, not having been punished, they would
have no incentive to refrain from such crimes. On the contrary, since what they
had done had benefited their company and so ingratiated them to their manag-
ers, and since nothing had happened to them personally as a result, one could
reasonably conclude that they would be encouraged to commit fraud should
similar circumstances arise again. Punishment of the corporate organization as
the entity responsible for a crime can fail to touch the individuals who in reality
carried out the crime and thus fail to control effectively the socially injurious
behavior of the corporate organization.18
The decision to accept the view that the organization as such—and not any
individual—was responsible for the fraud was significant for yet a third reason.
It is clear that not everyone at National Semiconductor knew about the fraud,
and that not all participated in the fraud. During the fraud many National Semi-
conductor employees and managers were working on unrelated projects and so
knew nothing about it. In addition, at least one group of workers, those em-
ployed at the company’s plant in Singapore, knew about the fraud but explicitly
refused to participate. On the other hand, several of the workers and managers
in the company’s production department in California knew about the fraud.
Some of them actively participated by intentionally omitting tests and inten-
tionally falsifying documents while others passively participated by failing to
do anything to stop the fraud they knew was in progress. The organization, then,
was comprised of two groups: those who knowingly participated in the fraud
either actively or passively, and those who were ignorant of the fraud and did
nothing to advance it. When the organization as such was held responsible for
the fraud, publicly chastised as an organization, and fined $1.75 million as an
organization, these two very different groups were in effect treated the same.
The innocent as well as the guilty suffered public embarrassment and the inno-
cent as well as the guilty suffered equally whatever detrimental effects the
corporate loss of $1.75 million had on their personal well being. In short, the
decision to hold the organization as such responsible for the crime, and the re-
lated decision to punish the organization as such, resulted in the innocent being
forced to suffer along with the guilty.
Finally, the decision to accept the view that the organization was responsible
for the fraud was significant for a fourth reason. If we assume that a corporate
organization is morally responsible for a corporate action, we will naturally con-

clude that the corporate organization must be punished for its crimes. We may
then be led to conclude that since punishment has been levied on the significant
guilty party, there is no real need to inflict any additional punishments on any
other parties. After all, the responsible and large party—the corporate organiza-
tion—has been punished, so why pursue the minor actors? The result is exactly
what happened in the National Semiconductor case: the individuals through
whom the corporate organization acted—that is, the individuals who actually
brought about the corporate act—are never brought to justice and never given a
just punishment. The National Semiconductor case strongly suggests that once
a company as such is held responsible for a crime, and once the decision to
punish the company as such is made, then authorities can come to feel that the
crime has been adequately punished and will not bother to go through the trouble
of bringing other “minor” parties to justice.
The National Semiconductor case suggests, then, that accepting the view that
a corporate organization as such is morally responsible for its actions is impor-
tant for four reasons: (1) it has consequences on who we punish or fail to punish
for those actions, (2) it has implications on how the behavior of corporate orga-
nizations is to be controlled and whether we can reasonably expect punishment
to deter them from inflicting future injuries on society, (3) it can lead us to
punish the innocent (who did nothing to cause the act) along with the guilty, and
(4) it can lead us to be satisfied with punishing the organization without impos-
ing just punishments on those individuals who brought about the act.
It has been claimed, however, that this debate over corporate versus indi-
vidual responsibility has only theoretical importance because the real issue is
how the law in fact attributes liability for corporate actions, constrained, as it is,
by a number of factors.19 There is some truth to this objection, and addressing it
fully would require more space than I have available. Nevertheless, I can, per-
haps, disarm the objection by remarking on how I understand the relation between
the law and our pre-legal understandings of how the world works. The law is, of
course, a human construct collectively crafted by legislators, judges, and citi-
zens. In crafting the law we—legislators, jurists, and citizens—must be guided
by our prelegal understanding of how organizational actions are produced in the
real world, and how those actions are therefore best dealt with. The law does not
attribute liability arbitrarily, but only as we, guided by our views of the world,
design it to do; it is a construct that we put together according to our prelegal
theories and beliefs and is not a naturally given feature of the world that we
have no choice but to accept. The debate over whether corporate organizations
are morally responsible for their actions is an attempt to influence and guide
these prelegal understandings and, therefore, to indirectly influence and shape
the laws that we subsequently craft. If the law’s treatment of corporate liability
matters at all, then, it matters even more that our prelegal understanding of moral
responsibility be correctly based because the law’s treatment of liability derives
at least in part from these prelegal understandings.
I want to turn now to showing that the view defended by the DoD in the
National Semiconductor case is correct. Before doing so, however, it may help
to note that the opposing view, the view that the corporate organization is some-
times, at least, a moral agent distinct from its members, has traditionally been
referred to as the collectivist view. On the other hand, the view that the corpo-
rate organization is a number of individuals who (all or some) are themselves
responsible for the organization’s acts, has traditionally been characterized as
the individualist view. In what follows I am going to use this traditional termi-
nology to refer to the two main views on moral responsibility that I want to
discuss, although I do not believe that the terminology is altogether satisfac-
tory. 20 The collectivist, then, holds that both individual human beings and
corporate organizations can be morally responsible agents. The individualist
holds that human beings, but not corporate organizations, can be morally re-
sponsible agents.
2. The Collectivist Argument for Taking the Corporate Organization as One

Let us again consider the National Semiconductor case. I have mentioned
that Charles Sporck, the CEO of National Semiconductor, gave voice to the
collectivist position when he claimed that National Semiconductor was the agent
that was morally responsible for the company fraud and that none of the mem-
bers of the organization were themselves morally responsible for the act. This
claim, of course, makes a key assumption: it assumes that National Semicon-
ductor is a real individual entity that acts on the world and that possesses an
identity and an existence that is distinct from that of its members.21 For if Na-
tional Semiconductor were simply identical with its members, then the moral
responsibility of the corporate organization would be identical with the moral
responsibility of its members. In fact, the fundamental assumption underlying
the collectivist view that the corporate organization is a morally responsible
agent distinct from its members is the assumption that the corporate organiza-
tion is a real individual entity that acts on the world and that is distinct from its
members. This key assumption, as some have remarked, is an ontological as-
sumption.22 But whatever kind of assumption it is, it is an assumption that plays
an essential role in our (prelegal) views on moral responsibility. For if the as-
sumption is false, then we cannot claim coherently that corporate organizations
bear a share of responsibility for their actions that is separate from the share
allotted to their members.
Let us ask the question, then, why anyone would think that National Semi-
conductor is a real individual entity that is distinct from its members. What
arguments can be given for this view? I must confess that, although I have care-
fully read the writings of collectivists, I have been unable to find many arguments
for this key assumption. 23 There is one argument, however, that has been repeat-
edly advanced by collectivists in a variety of guises. I am going to call this argument
“the collectivist argument.” The argument is this: National Semiconductor must
be a real individual entity distinct from its members because it has characteris-
tics that cannot be reduced to those of its individual members. National
Semiconductor, for example, has contracts with the government, it owns things,
it has a corporate mission, it violated an agreement with the government, it
defrauded the government, and it endures indefinitely. Yet no individual can be
said to have those contracts with the government, or to own those things, or to
have that corporate mission, or to endure indefinitely, etc. Since these charac-
teristics cannot be said to be characteristics of the company’s individual members,
they must be characteristics of the corporate entity that is National Semicon-
ductor. And since National Semiconductor has characteristics that the members
do not have, it must be an individual entity that is distinct from these members.
As far as I can make out, this is the core argument given for treating corpo-
rate organizations as individual entities distinct from their members and so as
bearing a distinct responsibility for their actions. Peter French, for example, in
a brief summary of his view, writes, “Part of my analysis will show, however,
that corporate actions cannot be identified with the actions of individuals, and
so it will not always be just to blame a human being for a corporate moral or
legal offense.” 24 Thomas Donaldson, Kenneth Goodpaster, Patricia Werhane,
Michael J. Phillips, and others, all appeal, overtly or covertly, to versions of this
same argument, although each reaches different conclusions about what the non-
reductive nature of the corporate organization implies.25
I want to look more closely at this argument. But first it is important to clarify
what the argument means by “reduce to.” What does it mean to say that one
thing cannot be “reduced to” something else? While explaining the reductionist
argument, French comments that the term implies that “what is predicable of a
conglomerate is not necessarily predicable of all of those or of any of those
individuals associated with it, and this is also true of predications of responsi-
bility.”26 That is, to say that the properties of the corporate organization are not
reducible to the properties of its members is to say that there are some proper-
ties that can be truly predicated of the corporate organization that cannot be
truly predicated of its members. As French puts it, the subject of the predication
is “noneliminatable.”27 What I have called the collectivist argument, then, comes
down to this:
(1) If X has properties that cannot be attributed to its individual members,
then X is a real individual entity distinct from its members.
(2) But corporate organizations have properties that cannot be attributed
to their members.
(3) So the corporate organization is a real individual entity distinct from
its members.
What I am going to argue now is that the first premise of this argument is
based on an elementary logical mistake. Notice, of course, that the premise seems
intuitively false. We often attribute properties to subjects that are not real, such
as the winds that howl in our nightmares, the fictional characters that populate
our stories and myths, and the abstractions and negations that cloud the minds
of philosophers. There seems to be no more reason to reify groups than there is

to turn such imaginary subjects into real entities. And, in fact, what I will now
try to show is that although it may be true that a collection of objects has prop-
erties that cannot be attributed to its members, it does not follow that the
collection is a real individual entity.
As any teacher of elementary logic knows, every collection of objects (no
matter how unrelated the objects are) has properties that can be attributed only
to the collection as a whole and not to its individual members (and vice-versa).
Logicians, in fact, have a special name, the “fallacy of division,” for the logical
fallacy of attributing the characteristics of a collection to one or more of its
members. It may be true, for example, that a pile of sand is big but wrong to
infer that each grain in the pile is big. The fact that groups have properties their
members lack, then, is certainly not a mystery that needs to be explained by
positing ghostly group entities. In fact, precisely because the group is not iden-
tical with any one of its members one expects the group to have features that the
members do not share. It is not a surprising fact, therefore, that many of the
properties that can be attributed to a corporate group cannot be attributed to its
individual members. But this fact does not turn the corporate organization into a
new real individual entity any more than any random collection of objects is
constituted into a new individual entity by the fact that it has characteristics that
cannot be attributed to its members.
To show that groups of people do not become individual entities when they
have characteristics that their members do not have, we need only examine a
counterexample. Consider, then, this arbitrary set of three objects: {Monica
Lewinsky, President William Clinton, a cigar}. No one, I hope, will make the
mistake of thinking that the three objects I have arbitrarily collected into this
new set now constitute a new individual entity. Nevertheless, this set may make
you smile although it may produce puzzlement in some. I find myself forced to
treat the set with a bit of respect since it is (to use the language of set theory) a
well-defined set and so, as a person committed to the truth, I know I have a
moral obligation to treat it as a well-defined set. I am even willing to say that
the set has the right to be treated as a well-defined set. The set, then, does some
things (it makes you smile); it exhibits a kind of “intentional causality”28 (the
thought of the set produces puzzlement in some); it is the object of at least one
of my moral obligations; and it even can be considered the bearer of a right.
Moreover, these acts and characteristics can be attributed only to the set as a
whole and not to any of its members taken individually. It is not, for example,
the thought of a cigar alone that makes you smile, or that has a right to be
treated as a well-defined set. It is only the abstract set itself—the arbitrary col-
location of two people and a physical object—that has these characteristics. But
in spite of the fact that the abstract set has characteristics that cannot be attrib-
uted to any of its members taken individually, it obviously does not follow that
the set is a new individual entity.29 As my example shows, a group is not a real
individual entity merely in virtue of the fact that what is attributed to it is an

action, or (intentional) causality, or moral rights, or moral obligations.
Peter French and others30 have made much, however, of one particular prop-
erty that is attributed to the corporate organization and not to its members. This
is the property of the corporate organization’s continuous identity through time.
The corporate organization has a continuing identity through time that is inde-
pendent of the discontinuous identities of any of its members. A corporate
organization, for example, may endure for decades and remain the same corpo-
rate organization even as its original members retire and are replaced. As French
puts it, the corporate organization is a “conglomerate collectivity,” or “an orga-
nization of individuals such that its identity is not exhausted by the conjunction
of the identities of the persons in the organization. The existence of a [corporate
organization] is compatible with a varying membership”31
But again, although it is true that the continuing identity attributed to the
corporate organization cannot be attributed to any of its members, this fact does
not by itself imply that the corporate organization is a real individual entity
distinct from its members. We have here, again, merely a particular instance of
the general logical fact that from a statement attributing a property to a group, it
is fallacious to infer statements attributing the same property to its members.
Take, for example, a pile of sand my young son has shaped into a replica of the
Great Pyramid of Cheops. Suppose he then gently removes some of its grains
and replaces them with other grains of sand, being careful not to change the
shape that identifies the pile as his replica of the Pyramid of Cheops. Surely we
would readily say that his replica pyramid of sand is still there even after some
(perhaps even all) of its individual grains have been changed. Yet clearly the
pile of sand is not an individual entity but merely an aggregate of entitles.32
Consequently, even when we quite willingly agree that the existence of a col-
lective object “is compatible with a varying membership” it does not follow that
the object is an individual entity.
I conclude, then, that the collectivist argument is based on a fallacy: the fal-
lacy embodied in premise (1). The fact that a collection of entities has properties
that cannot be attributed to any of its individual members, does not show that
the collection is a distinct real individual entity. And if the corporate organiza-
tion is not a distinct real individual entity, then it cannot be said to bear a share
of responsibility for its actions that is distinct from the share we can attribute to
its members.
3. Corporate Actions and Intentions

I have argued that from the fact that corporate organizations have character-
istics that their members do not have, it does not follow that they are distinct
morally responsible agents. The confirmed collectivist will respond, however,
that there is something special about corporate organizations that nevertheless
makes them appropriate subjects of moral responsibility. Moral responsibility,
as I noted above, is the kind of responsibility for an event that we attribute to

intentional agents like human beings when they caused the event and did so
intentionally.33 On the basis of this kind of analysis of moral responsibility, the
collectivist will argue as follows:
1. An agent is morally responsible for an act or event when the agent both
(1) is causally responsible for the act or event, and (2) had the intention to
so act.
2. Now sometimes corporate organizations (1) are causally responsible for
acts and events, and (2) have intentions to so act.
3. Consequently, corporate organizations are sometimes morally responsible
for an act or event.
I want now to show that this argument of the collectivist is also mistaken.
The mistake lies in the second premise, the claim that corporate organizations
are causally responsible for some acts or events, and that they have intentions.
Let me start with the first part of this claim, the claim that corporate organiza-
tions are causally responsible for some acts or events. What leads the collectivist
to make this claim? Some collectivists feel that the crucial fact about corporate
organizations that forces us to recognize that they are causally responsible enti-
ties is the fact that they carry out actions that are not the actions of any of their
members. National Semiconductor, for example, entered into a contract with
the government, once merged with another organization, and defrauded the gov-
ernment. Yet no individual member of the company herself made such a contract,
or herself merged, or herself defrauded the government. Since these acts are
acts of the organization and not acts of any individual member of the organiza-
tion, the collectivist argues, causal responsibility for these acts must be attributed
to the corporate organization itself and not to its members: these are the acts,
par excellence, for which the organization as such has to be causally responsible.
This collectivist argument, I believe, is based on two fallacies. The first is
similar to the fallacy that I exposed in the last section and I will not discuss it at
length. It must be granted as a fact that there are some act descriptions that, like
many other characteristics, can be predicated of a collection but not of its mem-
bers.34 But from this fact nothing follows about the collection’s causal powers.
As we saw repeatedly in the previous section, given any arbitrary collection of
objects there will be characteristics, even actions, that we can attribute to the
collection but not to its members. This is simply a logical feature of differentiat-
ing between a collection and its members: there must be differences between
them or we could not differentiate them.
The collectivist claim that organizations are causally responsible for some
acts and events makes a second and more insidious fallacious assumption. The
claim assumes that if an action or event cannot be predicated of an individual,
the individual cannot be causally responsible for the action: if an action is not
an action of mine then I am not the one who causally brought the action about.
This assumption is clearly wrong. Suppose I wind up a toy car, and place it on
the floor where it starts moving in circles. Then the act of moving in circles is
not an act of mine, but an act of the toy; that is, while it is true that the toy is
moving in circles, it is false that I am moving in circles. Nevertheless, I am
causally responsible for this act since I am the one who causally brought the act
about by winding up the toy. Causal responsibility lies with me, although the act
is predicated of the toy, and it is just a mistake to assume that the act of the toy
must on this account be caused by the toy. The culprit here is the word “of.” To
say that an action is the action “of” an object can mean either that the action can
be predicated of that object, or that the object is causally responsible for the
action. The collectivist trades on this ambiguity. Seeing that some actions can
be predicated only of the organization, the collectivist concludes that the orga-
nization is causally responsible for the action. But collective acts that can be
predicated only of the collective itself can nevertheless be caused by, and so can
be and are the causal responsibility of, the individual members of the collective.
The point I am making is simple and, I hope, obvious: the corporate organi-
zation acts only if, and to the extent that, its individual members bring about
those actions. If the members of the organization do nothing, then the corporate
organization does nothing. Every organizational act, therefore, including those
that cannot be predicated of its individual members (and so those that are not
“reducible” to acts of individuals), is nevertheless causally produced by the
organization’s members. In order to make explicit the causal origins of organi-
zational acts, I will lay down the following thesis:
Thesis (1): Where A is an organizational act that can be predicated truly of
an organization, but not necessarily of any individual member, there is
always some individual member or members of the organization, x, y, . . .
and z, such that x, y, . . . and z are causally responsible for A.35
Thesis (1) does not imply, of course, that the members of an organization are
necessarily morally responsible for those corporate actions for which they are
causally responsible. Moral responsibility requires intention, as well as causal-
ity. All that thesis (1) is meant to do is indicate where causal responsibility for
corporate actions must lodge, and to separate this causal aspect of moral re-
sponsibility from its intentional aspect, which I will discuss below.
Thesis (1) also does not say that organizations never exert causal influences
on their members, although it does have implications for how these may be
explained. Recall the words of the employee at National Semiconductor com-
menting on how increasing numbers of workers in the production department
went along with the decision to falsify documents:
I’d say that over one hundred employees had to know. . . . Just about ev-
erybody in production control knew about it who had been there for six
months. . . . When I realized how deeply things were being falsified, I just
couldn’t believe it. . . . I asked, “How did things get the way they were?”
Nobody seemed to be able to give me a good answer.
It is a plain fact that when individuals gather together in groups they can get
each other, or lead each other, to behave in ways that none would engage in if
she was acting alone. 36 But this fact need not lead us to reify the group and to
attribute to it causal powers it does not have. My teenage son, for example, acts
one way toward me when he is accompanied by another teenager, and acts very
differently when we are alone. He keenly wants to be perceived as “cool” or
“independent” by his friends, and this interior desire, coupled with his interior
beliefs about what they think cool or independent behavior is, can lead him,
when he is with a friend, to act as if I don’t exist or, worse, as if I like to be
continuously insulted. People typically use hydraulic or mechanical metaphors
to describe such social phenomena, saying, for example, that external peer “pres-
sures” are “forcing” him to behave this way. But in reality, these metaphors are
merely metaphors. There is no external force exerting causal pressures on my
son: it is merely his own intense interior desires and interior beliefs about his
friends that lead him to behave one way with friends and another way when
alone. The behavior of individuals in organizations like National Semiconduc-
tor is no different. The interior desires and beliefs of individuals in organizations
lead them to do things with others from their organization that they would not
do on their own, and we use the same hydraulic or mechanical metaphors of
“pressures” and “forces” to describe such organizational effects. But in reality
it is merely the interior desires and beliefs of the individuals in the organization
that are leading them to behave as they do. Organizational effects are real but
they do not operate through some kind of ghostly organizational spirit that is
present in the organization and that somehow exerts external pressures and forces
on its members. Instead, organizations cause their members to act through the
interior desires and beliefs about the organization that these members have in
their individual minds: the causality is intentional causality.37
I will return to thesis (1) about the causality of organizational acts in a short
while. But first I want to turn to the other part of the collectivist’s claim: the
claim that when corporate organizations act, they can do so intentionally or,
more simply, the claim that corporate organizations have intentions and beliefs.
French and others have pointed out that we attribute intentions, purposes, and
beliefs to organizations and that such intentional qualities cannot be “reduced”
to the intentions, purposes, and beliefs of their members. (Note that I am here
using the words “intentional qualities” and “intentionality” to include not only
intentions properly speaking, but the whole range of mental states that we can
attribute to groups such as beliefs, purposes, desires, hopes, and fears, as well
as intentions.) 38 It makes perfectly good sense to say, for example, that National
Semiconductor intended to make millions by defrauding the government, al-
though perhaps none of its members had that particular intention in mind.
Intentional properties, such as purposes and beliefs, can be attributed to groups
on the basis of a pattern which the activities of its members exhibit. As French
might have put it, the presence of the pattern “licenses” us to attribute inten-
tional predicates to the group.39 And because the pattern is the result of the
activities of many of the group’s members, the intentional property that is at-
tributed on the basis of the pattern cannot be attributed to any single member.
For example, when the activities of the members of a group exhibit a goal-
directed pattern, we may say that the group is “trying” to reach that goal, that its
“purpose” is to reach that goal, that it “believes” it will reach that goal, and so
on. Yet it may be a fact that no individual member of the group is trying to reach
that goal, nor has that purpose or belief in mind.
Of course, we sometimes also attribute intentions to a group of people on
the basis of the fact that all or most members of the group have those inten-
tions. For example, if every or almost every member of a group believes that
the earth is flat, then we might say that the group believes that the earth is flat.
In these sorts of cases the attribution of intentionality to the group is simply a
shorthand way of summarizing the intentionality of its individual members.
These are not the kinds of attributions of intention that the collectivist is talk-
ing about, however, since in these cases the attribution of intentionality to the
group reduces to nothing more than the intentionality of the individual mem-
bers of the group. What impresses the collectivist, instead, is the fact that
there are cases where we attribute intentions to the group or organization that
we cannot attribute to its individual members.
What I now want to argue, however, is that from this fact nothing follows
about whether a group is really an intentional agent. That is, just because we
attribute intentional qualities to a collection of objects it does not follow that
the collection has real intentions in a literal sense. An example will make the
point clear. Surely no one will say that a group comprised of all those people in
the United States who happen to be buying and selling the same commodity
constitute a distinct intentional agent. All the people in the United States, for
example, who happen to be buying and selling houses or all the people who
happen to be buying and selling stocks do not constitute a distinct intentional
agent. Yet their activities, as expressed in the prices they bid or take for the
commodities they are buying or selling, can exhibit a goal-directed pattern. That
is, housing markets and stock markets can exhibit a goal-directed pattern. Busi-
ness commentators, for example, might tell us that last year the housing market
was “trying” to break the $200,000 mark, that the housing market was “seek-
ing” or “searching” for a new low, that the housing market “believed” that the
cost of building materials would rise, and so on. Yet no house buyer or seller is
individually trying to break the $200,000 mark, or individually seeking a new
market low, and perhaps no individual buyer or seller of a house even thought
about the cost of building materials, much less thought that it would rise. So as
a group (i.e., as a market) the activities of all those in and around the United
States who are buying and selling houses, stocks, or anything else, can exhibit a
pattern on the basis of which we attribute purposes, intentions, and beliefs to
the group (i.e., to the market), which we cannot attribute to the individual mem-
bers of the group. Yet such a collection of individuals is not a distinct intentional
agent, and certainly not a morally responsible one. The fact that we attribute
intentional qualities to groups—including corporate organizations—that are not
attributable to their members, then, does not imply that those groups have real
intentions. 40 The intentions that we attribute to groups are metaphorical, 41 based

on analogies to the literal intentions we attribute to humans (I will say more on
this below).
Some philosophers, notably Peter French, have repeatedly claimed that the
intentions we attribute to organizations are somehow special because they can
be the result of the organization’s “decision structure.” The decision structure
of an organization consists of those procedures and policies through which the
individuals of an organization reach collective decisions and engage in collec-
tive actions that are then describable as the intentional actions of the organization
itself.42 In a simple organization such as a club, for example, the decision proce-
dure might consist solely of voting according to a simple majority rule, while
more complex organizations might employ formal rules and routines that would
take several volumes to transcribe. The problem with French’s claim, however,
is that there is nothing about procedures and policies that can enable them to
transform a metaphorical intention into a real one. Procedures and policies, how-
ever simple or complex, cannot create group mental states nor group minds in
any literal sense. Neither French nor any other collectivist has given us an argu-
ment that proves that by following rules and procedures a group can generate
real intentionality where none was present before. (Nor, I argue below, are we
likely to ever see such an argument.) Absent such arguments, we have no reason
to abandon the intuitive and plausible view that group intentions are metaphori-
cal, in favor of the counterintuitive view that group intentions are literal.
To clarify what I mean when I say that intentions are attributed to groups
metaphorically, let me invoke a distinction proposed by John Searle some twenty
years ago. 43 Searle points out that we often use intentional language in a literal,
or what he calls an “intrinsic,” sense. We say, for example, that humans think,
feel, believe, and intend certain things, and when we say these things we mean
them literally. We imply, that is, that humans have conscious minds (biologi-
cally based, of course) and that thoughts, feelings, beliefs, and intentions are
mental states that literally inhere in the person’s conscious mind. Searle points
out that we sometimes also use intentional language in a non-literal, or as-if,
sense. When I start up the car on a cold morning, for example, and the car en-
gine turns over a few times but does not start, I may say that the car is “trying”
to start, as if the car has the intention of starting but is just not succeeding in
carrying out its intention. Similarly, if I have a little metal wind-up walking toy
robot that has been stopped by an object in front of it, and if the toy robot
continues to make walking movements into the object, I may say that it “thinks”
there is nothing in front of it, as if it had beliefs and thoughts about the world
around it. But in neither of these cases am I implying that these objects have
some sort of mind nor that they have intentions and beliefs in any literal sense.
Instead, I am, in these cases, simply describing their actions by analogy with the
intentional behavior of people: these objects are acting as if they had intentions
and beliefs.
In terms of the distinction between intrinsic and as-if intentionality, I am

claiming that the intentionality we sometimes attribute to a collection of people
is a form of as-if intentionality. The collection of people that constitute a mar-
ket, for example, does not have a literal group mind in which conscious beliefs,
intentions, and purposes inhere, and so it cannot have intrinsic intentionality.
When we describe a collection of people as having certain beliefs and inten-
tions, we must be attributing as-if intentionality to the collection, and not intrinsic
or literal intentionality. On the other hand, the individual people who make up
the group have intrinsic intentionality because each of them has a conscious
mind in which literal beliefs, intentions, and purposes can reside.44 When we
attribute intentionality to a collection of people that cannot be attributed to the
individual members of the collection, then, we generally do so because the ac-
tions of the collection meet certain conditions: they exhibit a pattern that we
think is sufficiently analogous to the actions of intentional humans to merit de-
scribing them in that way.
There is, however, a second group of “as-if” cases where something differ-
ent is going on. I have in mind situations in which we attribute an intentional
state to a group even though the intentional state can be attributed truthfully to
only a few, or perhaps even none of its members, but in which we clearly are not
describing the group. The cases I have in mind are those where the organization
or its surrounding society authorizes some of the organization’s members to
speak or act for, or on behalf of, the organization. A duly authorized spokesper-
son of National Semiconductor, for example, said of the fraud that “We feel it’s
a company responsibility”. Since she, the authorized spokesperson, said this,
we are justified in attributing to the organization the belief that the fraud is a
company responsibility. Yet it is entirely possible, even probable, that neither
the spokesperson, nor anyone else in the company, really believed this. What is
going on in such cases?
It is clear that in such cases, we are not attributing intrinsic intentionality to
the group, since the group as such has no conscious mind. Nor are such attribu-
tions shorthand ways of attributing intrinsic intentionality to the members of
the group since perhaps none of those members exhibit this intrinsic intention-
ality. Such attributions, then, must be attributions of as-if intentionality. But
this seems wrong since the spokesperson was not describing the organization as
acting like a person would act if it had certain beliefs. So how can this be a case
of as-if intentionality?
To understand what is going on here, we need to distinguish two kinds of as-
if intentionality. One form of as-if intentionality, the form I have been discussing
thus far, is descriptive. We have already seen several instances of descriptive
as-if intentionality. When I say that the toy robot thinks that there is nothing in
front of it, for example, I am using as-if intentionality to describe the actions of
the toy by analogy to human intentionality. The second form of as-if intention-
ality is prescriptive. Suppose, for example, that my six-year-old boy takes two
toy soldiers and proposes that we play a game with them. He says: “My toy
soldier thinks that he’s the enemy of your toy soldier.” This is clearly an attribu-
tion of as-if intentionality. But it is not descriptive. Instead, my son is prescribing:
he is declaring that we are to behave toward the toy soldier as if it had these
beliefs. In a prescriptive attribution of as-if intentionality, a person or group of
persons asserts, declares, or authorizes that some object or group is to be dealt
with as if it had a certain kind of (intrinsic) intentionality.
A great deal could be said about prescriptive attributions of as-if intentional-
ity. For example, while descriptive attributions of intentionality to an object are
mistaken if the object is not behaving as if it had these intentions, prescriptive
attributions of as-if intentionality are not mistaken when the object fails to be-
have like humans would. Moreover, prescriptive attributions of as-if intentionality
are common in the law. The law, for example, attributes to sellers certain so-
called “implied” promises of usability. Such laws are not saying that sellers
have actually made such promises, nor that sellers behave as if they are making
such promises. Instead, the law is simply declaring that sellers are to be treated
as if they have made such promises. Prescriptive attributions are also the prel-
egal basis of a certain legal device that I noted earlier: the device of declaring
that some entity is to be treated as if it had characteristics that it does not in
reality have.45
Let me return now to the person who was authorized to be a spokesperson for
National Semiconductor. When an authorized spokesperson declares that her
organization has certain beliefs, she might be saying that the organization is
acting as if it had these beliefs. This would be a descriptive attribution of as-if
intentionality. But the authorized spokesperson in the National Semiconductor
case more likely was declaring that the group was to be treated as if it had those
beliefs. This was a prescriptive attribution of as-if intentionality. Such prescrip-
tive attributions are common in corporate organizations and other kinds of
organized groups. For example, when the CEO of a company convenes a com-
mittee and authorizes them to write up a mission statement indicating the
fundamental beliefs and vision of the organization, the resulting attribution of
beliefs and vision to the organization is prescriptive. When a club or other small
organization votes in favor of a certain resolution, the members authorize the
attribution of that resolution to the organization and that attribution is prescrip-
tive.46 And when the members of a corporate organization employ what, as I
noted above, French calls the “decision structure” of the organization to carry
out an act, responsibility for which is then attributed to the organization, the
resulting attribution is, again, prescriptive.
Let me summarize my discussion of corporate intentionality, then, by laying
out the following thesis about group intentionality:
Thesis (2): Where X is an intentional state that is attributed to a collection
of people and X cannot be attributed to any of the individual members of
the collection, the attribution of X is always either a descriptive or a pre-
scriptive attribution of “as if” intentionality.
I want now to comment on theses (1) and (2), which, I think, clarify what is
going on when we attribute action and intentionality to corporate organizations
and find ourselves unable to attribute these to any of the individual people who
make up the organization. Theses (1) and (2) explain what is going on in all
such cases. According to thesis (1) the actions we attribute to the organization
and not to any of its members are nevertheless actions that the members of the
organization causally bring about, and so the members of the corporate organi-
zation are causally responsible for all corporate actions including those that
cannot be predicated of any of them as individuals. Secondly, according to the-
sis (2) the intentions we attribute to the organization are not literal intentions of
the sort that conscious creatures like us have in our minds, but are merely as-if
intentions. When we attribute intentions to groups we are either describing them
by analogy to creatures like us that have literal or intrinsic intentionality, or we
are asking, declaring, authorizing, or otherwise proposing that those groups be
treated as if they had the sort of intrinsic intentionality that creatures like us
have. Once (1) and (2) are accepted, then there is no longer any reason to con-
clude that corporate organizations can be morally responsible for their actions.
Moreover, thesis (2) makes clear a fundamental mistake that has misled all
collectivists who have argued that a corporate organization can be morally
responsible for its actions. All such collectivists have failed to see that attri-
butions of intentionality can be prescriptive and instead have assumed that
attributions of intentionality to corporate organizations are always descrip-
tive. Having made this mistaken assumption, collectivists then are forced into
building elaborate theories that purport to show that corporate organizations
must be the kind of entities that can have intentions just like those that we
attribute to human individuals.
I should note what I think (1) and (2) show and what they do not show. What
(1) and (2) show is that there is a very simple way of understanding our attribu-
tions of intentional actions to corporate organizations, without having to posit
ghostly group agents and the whole implied apparatus of group minds and group
intentionality. However, (1) and (2) do not prove that groups cannot have intrin-
sic intentionality, nor do they prove that groups cannot exert causal responsibility
that is separate from that of their members. But given the simple understanding
of corporate acts and intentions provided by (1) and (2), the burden of proof is
set squarely on the shoulders of the collectivist to prove that (1) and (2) cannot
be true. The collectivist must prove, that is, that the intentions that we attribute
to collectives are literal intrinsic intentions of the sort that we attribute to hu-
man beings, and that collectives are causally responsible for their acts in the
same way that human beings are. Such proof is not provided by anything the
collectivists have yet proposed.
Nor will it ever be. For consider what would be involved in trying to prove
that the intentionality that we attribute to an organization is the same kind of
intrinsic intentionality that humans have. Human intentions, beliefs, and desires
are mental; that is, they are essentially, by definition, the sort of things that can
be present to, and in, our conscious minds: the sorts of things that we can be
conscious of. This means that if an organization has such intentions, beliefs,
and desires, it must have a conscious mind, a mind with a unified consciousness
that encompasses within a single field of awareness all of its nonpathological
intentions, plans, beliefs, and desires. 47 All the intentions and beliefs, for ex-
ample, that at this moment I own as my intentions and beliefs are intentions and
beliefs that are present within my single field of awareness. The corporation as
such does not have such a unified consciousness. At best the corporation con-
sists of a multitude of disconnected consciousnesses.
But if organizations are never morally responsible for their actions, who then
is morally responsible when an organization injures someone and no human
individual is morally responsible for the action? In organizations, it is often the
case that corporate actions are the result of the aggregated actions of many indi-
viduals, none of whom was aware of what the aggregate result would be. One
individual designs the product, another individual chooses the materials, a third
individual uses the design to manufacture the product from those materials, and
a fourth individual markets the result. Yet none of these individuals may realize
that this particular combination of design, materials, manufacturing method,
and marketing will result in a product that is highly dangerous to its users. So
no individual is morally responsible for the injuries that result. Who then will
be held morally responsible for those injuries if the organization is not respon-
sible? Barring negligent behavior on anyone’s part, the obvious answer, I think,
is: no one. Cases like these are cases where the concept of accident applies, not
the concept of moral responsibility. This does not mean, of course, that there is
no answer to the question, “Who should pay the costs of the injuries?” We le-
gitimately may decide that in cases like these we should require the organization
to pay these costs for a variety of reasons unrelated to moral responsibility,
including: because the organization is in a better position to absorb those costs
than anyone else is, because the organization has accumulated the benefits (fi-
nancial and otherwise) that accrued from carrying on the activity associated
with those costs and so can pay the costs from those accumulated benefits, be-
cause the organization can better ensure that these external costs are internalized
so that the price of the activity that produced those external costs is properly
adjusted, etc. Requiring the organization to pay such costs, of course, does not
imply that the organization is morally responsible for the injury. It simply means
that when no one is morally responsible for an injury, we have to find some fair
way of distributing the costs of the injury among the various non-responsible
parties and often the fairest way is by charging those costs to the organization’s
treasury. If by “compensatory liability” we mean merely the obligation to pay
compensation for the costs of an injury, then nothing I have said here implies
that organizations cannot or should not bear compensatory liability for injuries
produced by their actions. Compensatory liability is not the same as moral re-
sponsibility and in many cases both ethics and practicality require that an
organization should be held liable for the injuries its actions have produced.48
4. Conclusion
I have argued, then, that collectivist arguments do not show that the corpo-
rate organization is an individual real entity and that, moreover, a corporate
organization lacks the kind of causal powers and intentionality that an entity
must possess to be morally responsible for what it does. Three key mistakes
have vitiated the work of virtually all collectivists who have argued that corpo-
rate organizations are morally responsible for their acts: the failure to recognize
the fallacy of division when properties are attributed to groups that are then
fallaciously reified; the failure to understand the nature of causality in organiza-
tional contexts, particularly of intentional causality; and the failure to take
attributions of as-if intentionality, particularly prescriptive attributions, into ac-
count in analyses of moral responsibility.
In the case before us, the counsel for the Department of Defense was correct:
National Semiconductor’s corporate crime, although perhaps correctly predi-
cated of the corporate organization as a whole, was the moral responsibility of
those particular individuals who intentionally caused the organizational fraud.
And it was those individuals, not merely National Semiconductor as an organi-
zation, who should have been punished for the crime, because punishment of
the individual wrongdoers—not the corporate organization as such—is the most
effective way to control the behavior of large corporate organizations like Na-
tional Semiconductor. Cases such as that of National Semiconductor clearly
demonstrate the importance of being clear about what corporate moral respon-
sibility is and what it is not.
Notes
1 I say “more or less” because, of course, one person may be more responsible for an
action than another person, depending on each one’s involvement, knowledge, etc.
2 Notice that I say “is morally responsible” and not “is held morally responsible.” These
two notions are often confused or used interchangeably as if they meant the same thing.
Authors, for example, sometimes point out, that we can “hold” anything or anyone “morally
responsible” for an act depending on our purposes and the circumstances. That is certainly
true, since holding a person or thing morally responsible for something is itself an action, and
such an action may be appropriate—or inappropriate—in a variety of circumstances for a
variety of reasons. However, it is also clear that to say that someone is morally responsible is
not the same as saying that we hold them morally responsible. For it makes perfect sense to
say “Although it is true that we held you morally responsible for killing him, still you really
were not morally responsible for killing him.” If the two notions were equivalent, then such
a statement would be incoherent. To say that a person is morally responsible for an action is
to describe the person in a certain way. If the person is as he is described to be, then he is
morally responsible for the action, regardless of whether we or anyone else “hold” the person
morally responsible.
3 Virtually all of the key papers in the earlier stages of this discussion are conveniently
collected in Collective Responsibility: Five Decades of Debate in Theoretical and Applied

Ethics, ed. Larry May and Stacey Hoffman, and in Shame, Responsibility and the Corporation,
ed. H. Curtler. In addition to these, however, see also: Peter French, Collective and Corpo-
rate Responsibility; Larry May, The Morality of Groups; Patricia H. Werhane, Persons, Rights,
and Corporations; Jere Surber, “Individual and Corporate Responsibility”; Michael Keeley,
“Organizations as Non-Persons”; Michael Keeley, A Social Contract Theory of Organiza-
tions; D. Copp, “What Collectives Are”; Peter A. French, “The Hester Prynne Sanction”; and
Manuel Velasquez, “Commentary on French.”
4 The more recent contributions to this debate, waged largely in the pages of Business
Ethics Quarterly, include Michael Phillips, “Corporate Moral Personhood and Three Con-
ceptions of the Corporation”; Jeffrey Nesteruk, “The Moral Status of the Corporation:
Comments on an Inquiry”; Robert J. Rafalko, “Corporate Punishment: A Proposal”; Christo-
pher McMahon, “The Moral Status of Organizations”; Michael J. Phillips, “Corporate Moral
Responsibility”; William S. Laufer, “Corporate Culpability and the Limits of Law”; and Mark
A. Seabright and Lance B. Kurke, “Organizational Ontology and the Moral Status of the
Corporation.”
5 Those well-known business ethicists who accept the view that corporations can be morally
responsible for their actions, all of whose works are cited in the preceding notes, include, Peter
French, Tom Donaldson, Patricia Werhane, Michael Philips, Robert Rafalko, and many others.
6 See, for example, S. Walt and W. S. Laufer, “Why Personhood Doesn’t Matter.”
7 Chief Justice John Marshall, in Dartmouth College v. Woodward, 4 Wheat 518.636 (1819);
Tom Donaldson, Corporations and Morality, p. 18; see also Chief Justice Rehnquist’s dissent
in First National Bank of Boston v. Bellotti, in Michael Hoffman and Jennifer Moor, Business
Ethics, pp. 220–221.
8Otto Gierke, Political Theories of the Middle Age.
9 See Manuel Velasquez, “Why Corporations are Not Morally Responsible for Anything
They Do.”
10 I say more about causality below.
11 See Webster’s New Collegiate Dictionary, (Springfield, Mass.: G & C. Merriam Co.,
Publishers, 1961), p. 722: “Answerable as the primary cause, motive, or agent.”

12 The distinctions I here make between causal responsibility (the broader concept), moral
responsibility (the narrower concept), and natural responsibility (also a narrower concept)
are important. Some discussions fail to make these distinctions and consequently move back
and forth among these different forms of responsibility in a manner that renders the discus-
sions incoherent. See, for example, D. E. Cooper, “Collective Responsibility,” in Collective
Responsibility, op. cit., pp. 35–46, who simply talks about “responsibility” and runs all three
notions together.
13 Joel Feinberg, for example, fails to make this distinction in his otherwise useful “Col-
lective Responsibility (A Defense),” in Collective Responsibility, ed. May and Hoffman, pp.
53–76. Much of his argument defending collective responsibility appeals to the attributions
that the law makes to corporations and groups, and so sheds only confusing light on the moral
responsibility of corporate organizations. In his defense, however, it must be pointed out that
Feinberg in this article is trying to argue in support of these legal attributions.
14 The law, for example, has attributed not only liability and responsibility to corpora-
tions, but rights and personhood to the unborn, and has even considered making trees and
animals persons, and attributing to them the right to sue and be sued. Such legal attributions
clearly do not reveal to us the true nature of corporations, trees, animals, or the unborn, but
show merely that lawmakers have ingenious ways of solving social problems. William S.
Laufer in his “Corporate Culpability and the Limits of Law,” suggests, correctly in my opin-
ion, that the best way of construing such attributions is in “constructive” terms. He quotes from
Black’s Law Dictionary (1968 ed.) the definition of constructive as “that which has not the
character assigned to it in its own essential nature, but acquires such character in consequence
of the way in which it is regarded by a rule or policy of law” (p. 319). “Constructive” attribu-
tions are similar to what I call “prescriptive” attributions below.
15 This case is based on the following sources: David Sylvester, “The Day 2 Million
Soviet Missiles ‘Attacked’ the U.S.”; David Sylvester, “The 91 Steps to a Fail-safe Chip”;
David Willman, “DCIS: The Pentagon’s Sleuth Against Fraud”; David Willman and David
Sylvester, “2 Workers Tried to Stop the Cheating”; David Willman and David Sylvester, “How
Tests Were Faked at National”; “National Semi Pleads Guilty to Scheme”; David Sylvester,
“National Semi May Lose Defense Jobs”; and Kathryn Harris, “Chips Maker Feels Attack on
Four Sides.”
16 Note that the word “corporation” is used here. But clearly, the counsel for the DoD was
referring to the company as an organization, and was not making reference to the legal status
of the company. For the point the counsel was making was a point about who actually causes
the actions of the company to be brought about, and this is not a point about how the law
works, but a point about how organizations work.
17 I would argue that the view that a corporate organization can be morally responsible for
its acts logically implies the possibility of cases where none of the members of the organiza-
tion are morally responsible for those acts. For if some action, or at least some portion of an
action, is intentionally caused by a corporate organization, then no additional agent is needed
to intentionally cause that act or at least that portion of the act. Michael Philips discusses a
number of cases of corporate responsibility in the absence of individual responsibility in his
“Corporate Moral Responsibility: When It Might Matter.”
18 This view is, in fact, the view that has remained as a steadfast principle in state and
federal courts in spite of vicarious liability. As one court put it: “The corporate form normally
insulates shareholders, officers, and directors from liability for corporate obligations; but
when these individuals abuse the corporate privilege, courts will disregard the corporate fic-
tion and hold them individually liable.” See the 1986 decision of the Supreme Court of Texas
in Castleberry v. Branscum (1986), which is particularly instructive on this matter (721 S. W.
2d 270 [Tex. 1986]).
19 S. Walt and W. S. Laufer, “Why Personhood Doesn’t Matter.”
20 The individualist, for example, is usually defined as holding that while individuals are
“real,” groups are not. Yet the individualist can hold (as I in fact do) that both individuals and
groups are real and that both really exist, but that they are nevertheless different kinds of things
and so exist in different ways. Also, the individualist is sometimes defined as holding that
groups are “nothing more than” their members. But the individualist can hold (as I do) that in
addition to its mere members, the existence of a group requires also that there exist certain
relationships and properties linking its members to each other that set these members off from
their larger environment and that provides a basis for us to differentiate the group from its
environment. It is thus impossible to “reduce” a group to “nothing more than” its members.
21 By “real” I simply mean actual. The more important concept is that of an “individual
entity that acts on the world and that possesses an identity and an existence that is distinct
from that of its members.” Here and elsewhere in this paper I use the term “individual entity”
to refer to the category of things we commonly recognize as ordinary individuals—such as
people, horses, cows, frogs, trees, plants, insects, amoebas, bacteria, etc.—and distinguish
from the category of groups of individuals, which groups are not themselves seen as consti-
tuting individuals—such as crowds, herds, flocks, groves, piles, heaps, collections, etc. While
the collectivist wants to allow corporations—at least sometimes—into the first of these cat-
egories, the individualist wants to keep them firmly in the second category. I am not sure that
I am here going to be able to provide unassailable criteria for making this important yet
common distinction, and so I use the clumsy phrase “that acts on the world and that possesses
an identity and an existence that is distinct from that of its members” to characterize what an
individual is, and simply assert that groups are collections of such individuals that are not
themselves individuals. For additional help, however, I here am going to appeal to what
Aristotle calls a “primary substance” in his Categories, 2a, 11, and what Thomas Aquinas
calls a “substance as subject” in his Commentary on Aristotle’s Metaphysics, Bk. VII, L. 2 to
further fix the concept of an individual entity. (I should note that Aristotle’s concept of sub-
stance in the Categories—and so the concept I use here—is not the same as his preferred
concept of substance in some of his later works such as the Physics and Metaphysics, where
Aristotle concludes that substance in its primary sense refers to the essential nature of a
thing. See Constantine Georgiadis, “Two Conceptions of Substance in Aristotle,” The New
Scholasticism, XLVII, 1, Winter 1973. As Aquinas notes in his Commentary on Aristotle’s
Metaphysics, however, one of the meanings of substance that Aristotle recognizes in the Meta-
physics is identical to the concept of substance found in the Categories although in the
Metaphysics Aristotle no longer recognizes this as the primary meaning of substance.) The
class of primary substances (and of what Aquinas refers to as substances as subjects) includes
concrete individuals such as individual human beings, animals, birds, plants, atoms, and
molecules. On the other hand, it excludes the qualities possessed by concrete individuals
such as colors, sizes, positions, and relationships, and excludes also abstract objects such as
numbers, arbitrary sets, and concepts, as well as aggregates such as a pile of rocks or of sand
(such aggregates Aristotle calls “heaps”). I appeal to Aristotle and Aquinas because for me to
adequately define the notion of an individual entity is a larger task than I can tackle here and
is a task that I am not sure that I could accomplish to every metaphysician’s satisfaction. I
therefore rely on Aristotle and Aquinas to define with greater sophistication what I mean by
individual entity and to draw the distinction between individual entities on the one hand, and
qualities, abstract objects, and aggregates on the other. The argument that follows appeals to
this distinction. I think, however, that the ordinary way in which we distinguish between
individuals and groups of individuals is sufficient for my argument, and I rely on Aristotle
and Aquinas only to provide additional clarification. It may be helpful to remark that several
of the intuitive examples I cite in the course of my argument also implicitly appeal to a key
characteristic of individual entities: their unity. The relevance of this feature (i.e., of the
unity characteristic of individual entities or primary substances) to the debate on corporate
moral responsibility is discussed in Velasquez, “Why Corporations Are Not Morally Respon-
sible for Anything They Do.”
22 See Seabright and Kurke, op. cit. Seabright’s and Kurke’s discussion is marred by a key
mistake. They mistakenly claim that the “ontological relativity” of W. V. Quine holds that the
“reality” of a certain kind of object can be determined only relative to another kind of object.
But Quine’s ontological relativity consists of the rather different and more plausible view that
the reality of a certain kind of object can be determined only relative to a particular theory.
23 Over the years collectivists have defended their view largely on the basis of examples.
The collectivist describes a situation where a group does something, and then claims that it is
obvious that the group and not its individual members, is morally responsible for the act. D.
E. Cooper, for example, asks us to consider a tennis club which closes down because its
“esprit de corps was below standard” (see his “Collective Responsibility”). Virginia Held
asks us to consider five subway riders who fail to prevent a strangulation, and three persons
who fail to agree on how to remove a beam that is crushing another person to death (see her
“Can a Random Collection of Individuals be Morally Responsible?” Stanley Bates suggests
the case of ten people who see a woman being attacked by an armed criminal but who all
refuse when one of them asks for two others to help him subdue the criminal (see his “The
Responsibility of ‘Random Collectives’”). In each of these cases the collectivist claims it is
obvious that the groups involved are morally responsible for what happens and that the indi-
viduals—or some of the individuals—making up the groups are not. However, the problem
with these collectivist examples is that if one is not already convinced of the collectivist
view, one will not necessarily agree that they present clear-cut cases of group moral respon-
sibility. In fact, if one views the examples with the eyes of an individualist, one can easily
construe them as situations where the individual members of the group are indeed morally
responsible for what happened. That is, one’s antecedent convictions will influence how one
“sees” each of these examples. The examples offered by collectivists in defense of their views,
then, are not so much arguments for their views, but function more like the ink blots of a
Rorschach test in which the observer sees his or her own ideas expressed.
24 French, Collective and Corporate Responsibility, p. xi. Of course, French does not
think that attributing just any property to a group will turn it into an individual entity. On his
view a group becomes an individual entity when we attribute to it a continuous identity that
is not affected by the varying identities of its members. I discuss French’s version of the
collectivist argument below.
25 Thomas Donaldson, Corporations and Morality, pp. 32–3;Thomas Donaldson, “Moral
Agency and Corporations”; Kenneth E. Goodpaster and John B. Matthews, Jr., “Can a Corpo-
ration Have a Conscience?”; Patricia Werhane, Persons, Rights, and Corporations, pp. 49–59;
Michael J. Phillips, “Corporate Moral Responsibility”; David T. Ozar, “The Moral Responsi-
bility of Corporations.”
26 Peter A. French, Collective and Corporate Responsibility, pp. 13–14.
27 French writes in his book Collective and Corporate Responsibility, p. 38: “I shall de-
fine a moral person as the referent of any proper name or of any noneliminatable subject in an
ascription of moral responsibility.” A corporate organization is a “noneliminatable subject”
in the sense that it has properties that cannot be ascribed to any other subject.
28 Intentional causality is the kind of causality that a thing exhibits when one’s thought of
that thing or perception of that thing (or some other intentional state of which the thing is the
intensional object) causes a reaction or response in oneself. In such cases, where it is accurate
to say that it was the thought or the perception of the thing that exerted causality on oneself,
the thing itself is nothing more than the intensional object of the thought or perception. I
label this kind of causality “intentional” causality to distinguish it from what I call “efficient
causality.” By “efficient causality” I mean the kind of causality that a thing exhibits when it
causes some effect but not by being the intensional object of a thought or perception that can
itself be said to have caused the effect. Thus, it is characteristic of intentional causality, as I
am here using the term, that when a thing or event is said to be the “cause” of one’s action and
the causality in question is an instance of intentional causality, then one can always cite an
intentional state (a thought, perception, belief, feeling, etc.) as the adequate explanation of
one’s actions, and the thing or event serves as the intensional object of that state. Suppose,
for example, that a rapist says of the victim, “she made me rape her by the way she dressed
and walked.” And suppose that we can accurately say that it was the rapist’s perception of the
victim’s dress and walk, coupled with his lewd ideas and aggressive impulses, that set off a
psychological chain of events in him that led him to stalk and attack her. Then this is a case of
intentional causality. Contrast this with the case of a man who says “She made me fall down-
stairs by pushing me from behind” where it is not possible to explain the event by citing the
man’s intentional states (whose intensional object would be her pushing him) as the causes of
the event. In this latter case we have an instance not of intentional causality, but of what I
have termed “efficient causality.” It is useful to note that an implication of the characteriza-
tion I am giving of intentional causality, is that expressions of intentional causality are
referentially opaque, while, by contrast, expressions of what I call “efficient causality” gen-
erally are not. For example, if the light of the morning star caused the spot on the photograph,
and the morning star is in fact Venus, then it is also true that the light of Venus caused the spot
on the photograph. This contrasts with causal explanations in which the description of the
cause is referentially opaque. For example, Oedipus slept with Jocasta because he thought
she was the Queen; nevertheless, although the Queen is in fact his mother, it does not follow
that Oedipus slept with Jocasta because he thought she was his mother. In short, descriptions
of causes are referentially opaque if substituting in the description one name of an object for
another name of the same object will not guarantee that the sentence in which the description
occurs retains the same truth value it had prior to the substitution. While descriptions of
intentional causality (as I here define this kind of causality) are necessarily referentially opaque,
those of efficient causality (as I here define this kind of causality) are not necessarily so.
Philosophers sometimes say that referentially opaque sentences or descriptions are “inten-
sional” (spelled with an “s” and not a “t”) while non-referentially opaque ones are
“extensional.” Note that I say merely that descriptions of efficient causality “generally are
not” referentially opaque (instead of saying that they “always are not referentially opaque”)
and say merely that they “are not necessarily” referentially opaque (instead of saying they
“necessarily are not referentially opaque”). This is because, as D. Follesdal has shown, cer-
tain kinds of descriptions of efficient causality are in fact referentially opaque. See D. Follesdal,
“Quantification Into Causal Context,” in Reference and Modality, ed. L. Linsky (Oxford:
Oxford University Press, 1971), pp. 53–62. Finally, note also that readers unfamiliar with the
term “intentional state” should also consult note 38 below where I elaborate a bit more on
intentional states.
29 It may be objected that some proponents of the theory of mereology claim that any
arbitrary collection of objects or “mereological sums,” however scattered, unrelated, and

causally disconnected (including, therefore, the mereological sum consisting of Clinton,
Lewinsky, and a cigar), constitutes a physical individual. In pursuit of a nominalistic ontol-
ogy, Nelson Goodman, for example, advanced such a claim (see his “A World of Individuals”).
However, this claim has been criticized and rejected by numerous philosophers including, for
example, Nicholas Rescher, “Axioms for the Part Relation”; and Roderick Chisholm, Per-
sons and Object: A Metaphysical Study, p. 219. While I agree with the critics of mereology
that it is false to claim (and that mereologists have failed to prove) that all collections of
objects can be considered individuals in any ordinary sense of the word “individual,” I never-
theless think it best (and philosophically benign) to construe the term “individual” as used by
mereologists like Goodman as a technical term that simply means a collection of objects
however scattered, unrelated, or causally disconnected those objects may be. This is the view
of Simons who notes: “Goodman’s use of the term ‘individual’ is frankly technical.
Goodmanian individuals do not have to be connected, causally cohesive, or possess other
properties which medium-sized dry individuals falling under sortal concepts normally pos-
sess. . . . Just as abstract sets may be comprehended of individuals which are ill assorted, and
do not constitute a class, group, collection or whatever in any everyday sense of the word, so
a Goodmanian individual may have an odd assortment of parts and may not be an individual,
substance, or thing in any everyday sense of the word” (Peter Simons, Parts, A Study in
Ontology, p. 109). If Simons is correct, as I think he is, then even if all arbitrary collections
of unrelated objects are construed as being mereological individuals it does not follow that
they are individual entities in my sense, and so my criticism of the collectivist argument
would not be affected. For my argument merely requires that among all those mereological
individuals (i.e., among all collections of objects), we can distinguish those mereological
individuals that are what I call “individual entities” (which in note 21 above I partially define
in terms of what Aristotle in the Categories calls primary substance and what Aquinas calls
“substance as subject” in his Commentary on Aristotle’s Metaphysics) and those that are not.
Now, the collectivist argument says that if a mereological individual has certain properties, it
constitutes what I call an individual entity. But some mereological individuals (e.g., the
mereological individual consisting of Clinton, Monica Lewinsky, and a cigar) have such prop-
erties yet are not what I call individual entities. Therefore, the collectivist argument is mistaken.
30 John Ladd, “Corporate Mythology and Individual Responsibility.”
31 French, Collective and Corporate Responsibility, p. 13. French goes on to remark that
it is this characteristic that makes it possible to attribute responsibility to a conglomerate as

an entity distinct from its members: “What is predicable of a conglomerate is not necessarily
predicable of all of those or of any of those individuals associated with it, and this is also true
of predications of responsibility. . . . Statements ascribing responsibility to a conglomerate
are not reducible to a conjunction of statements ascribing responsibility to the individuals
associated with the conglomerate.”
32 See, also, David Hume’s example of a brick church which falls into ruin and is then
rebuilt of different stones but is said “without breach of the propriety of language” to remain
“the same church” (D. Hume, Treatise of Human Nature, I, iv, 6), as well as Thomas Hobbes’s
example of the ship of Theseus, whose timbers are all replaced one by one while at sea, yet
the ship can be said to remain the same ship (Thomas Hobbes, De Corpore, II, 8, 1). These
examples, particularly the ship of Theseus, have been the subjects of a large metaphysical
literature on the nature of continuous identity over time. A summary and discussion of this
literature can be found in David S. Oderberg, The Metaphysics of Identity Over Time; and
Andre Gallois, Occasions of Identity. The purpose of my own example is to show that merely
because we are willing to say a collective object remains the same after its members change,
it does not necessarily follow that the object is an individual entity.
33 We need, of course, to interpret “cause” broadly enough to include omissions. I may be
morally responsible for an event if I could have acted to prevented it, but deliberately did
nothing to stop it. I should also note that French agrees fully with my characterization of the
two-fold requirement for moral responsibility, writing “A moral responsibility or blaming
ascription amounts to the assertion of a conjunctive proposition, the first conjunct of which
identifies the subject’s actions with or as the cause of an event and the second conjunct as-
serts that the action in question was intended by the subject” (French, Collective and Corporate
Responsibility, p. 7).
34 R. S. Downie argues, persuasively, that in some cases the acts attributed to an organiza-
tion or a group are described in terms that require the background presence of a set of
institutional rules. In such cases, it is impossible to argue that the acts so described are “re-
ducible” to the acts of individuals. See her “Collective Responsibility, A Reply,” in Collective
Responsibility, ed. May and Hoffman, pp. 47–51.
35 The causality here is what I have labeled efficient causality in note 28 and not what I
there defined as intentional causality. See note 28 above where I distinguish between effi-
cient and intentional causality.
36 The fact that individuals in groups do things they would never do if acting alone was
noticed long before sociologists attested to that fact with elaborate social experiments. The
modern experiments I have in mind are, of course, the Milgram and the Zimbardo experi-
ments. But several centuries ago, toward the end of the Roman era, St. Augustine, analyzing
in his Confessions, Bk. 2, chap. 9, an incident in his early life when he and some friends stole
some fruit from another person’s orchard, noted: “By myself I would not have committed that
theft in which what pleased me was not what I stole, but the fact that I stole. This would have
pleased me not at all if I had done it alone, nor by myself would I have done it at all!”
37 Here again, as I noted earlier we have an instance of what I termed “intentional causal-
ity” in note 28 above to distinguish it from what I there call “efficient causality” We have
here the kind of causality that we attribute to a thing when it is the intentional object of a
thought, perception, desire, or other intentional state, and this thought, perception, or desire
causes some response or event in us. As I said, I call this kind of causality “intentional”
causality. The distinction between intentional causality and efficient causality is important,
since while I claim that the individual members of a corporate organization are always the
efficient causes of the organization’s acts, I also allow that a corporate organization can be
the intentional object of thoughts, perceptions, or desires that cause responses or events in us
and so can be the non-reducible intentional causes of such responses or events.
38 On this use of the terms “intentional” and “intentionality”, the reader might consult any
good philosophical dictionary, e.g., Simon Blackburn, The Oxford Dictionary of Philosophy,
p. 196. The terms “intentionality” and “intentional” are used by philosophers to characterize
those mental states that are “about” something, i.e., that seem to be “directed at” some propo-
sitional content or some object. For example, intentions are typically intentions to carry out
some action; hopes are hopes that something will happen, desires are desires for some object,
fears are fears of some object. All such mental states seem to be essentially related to con-
sciousness and it has been claimed and argued (correctly, in my opinion) that only a conscious
mind can have such states (see John R. Searle, The Rediscovery of the Mind). If this latter
claim is true, then it is difficult to see how a group can have such states unless it has a group
mind of some sort. Since groups do not have conscious minds, they could not have such states
in any literal sense. And that is what I argue in what follows.
39 When what French calls the “Corporation’s Internal Decision Structure” (its CID Struc-
ture) is “activated,” we have an instance of a pattern on the basis of which we attribute

intentionality to a group; however, as I explain below, I hold that this is a prescriptive, not a
descriptive, attribution of “as-if” intentionality.
40 In fairness to French I should note that French could have in mind a functionalist theory
of intentionality or one of its many early variants (readers unfamiliar with functionalist theo-
ries might consult Readings in the Philosophy of Psychology, ed. Ned Block, which reprints
several classical papers outlining different versions of functionalism by H. Putnam, D. Lewis,
and D. M. Armstrong, as well as critical papers, such as N. Block’s “Troubles with Function-
alism.” Functionalist theories are subject to some rather stunning objections, for example, N.
Block and J. Fodor, “What Psychological States are Not.” Functionalist theories hold that
intentional states can be defined solely in terms of their relations to their sensory inputs, to
other intentional states, and to their behavioral outputs. Functionalist theories imply that an
intentional state—such as belief or intention—can be exhibited by any system of objects that
exhibits the same relationships among its parts that a human exhibits among his sensory
inputs, intentional states, and behavioral outputs when he exhibits the corresponding inten-
tional state. If functionalism or one of its variants were true, of course, then anything that
exhibits the right sorts of relationships among its “inputs,” “outputs,” and interior states (in-
cluding collectives and so organizations) could be said to have intentionality. The distinction
I draw between literal and metaphorical intentionality (or, later, between intrinsic and as-if
intentionality) then would not hold. But it has been pointed out that if functionalism were
true, and this distinction did not hold, then everything would exhibit intentionality: rocks and
planets would exhibit intentionality (i.e., they would think and intend) in exactly the same
sense that human beings do. (This is a point made by J. Searle, The Rediscovery of the Mind,
op. cit., p. 81, who also makes a number of other devastating criticisms against functional-
ism.) This is, I take it, an additional reductio ad absurdum argument against functionalism.
However, I do not think that I need to enter into the depressing bogs of functionalist theory to
make the intuitive points I make in this article, and I think that the weight of argument against
functionalism is so great that it would be unpersuasive if a collectivist were to base his views
on this controversial theory. At the very least, the points I make shift the burden of proof to
the collectivist to prove that the intentionality attributed to collectives is anything other than
metaphorical in the sense I explain in my argument.
41 Webster’s New Collegiate Dictionary (Springfield, Mass.: G. & C. Merriam company,
1974) defines a metaphor as: “a figure of speech in which a word or phrase literally denoting
one kind of object or idea is used in place of another to suggest a likeness or analogy between
them,” and gives as an example the statement: “we say computers have senses and a memory.”
42 See Peter French, The Scope of Morality, in which he writes (p. 27), “These decision
structures accomplish a subordination and synthesis of the intentions and acts of various
biological persons into a conglomerate decision. Hence, these decision structures license the
descriptive transformation of events, seen under another aspect as the acts of biological per-
sons (those who occupy various stations on the organizational chart), into conglomerate acts
done for conglomerate reasons.”
43 John Searle, “Intrinsic Intentionality”; for a more recent discussions of the distinction
see his The Rediscovery of the Mind, p. 78 ff.; and Mind, Language, and Society, p. 93 ff.
44 In some cases we even attribute as-if intentionality to individual humans. The econo-
mist, for example, has long argued that individuals in markets can be described as-if they are
motivated only by the desire to maximize their individual welfare, even though we know that
individuals are motivated by other kinds of desires.
45 As the reader will have surmised, intentional characteristics are not the only kinds of
features that can be prescriptively attributed to persons, groups, or objects. We can prescrip-
tively attribute to persons, groups, or objects virtually anything at all, including actions,
functions, emotions, rights, obligations, liabilities, relationships, and so on. In adoptions, for
example, the law prescriptively attributes to certain individuals the relationships (along with
its attendant rights, obligations, and liabilities) of father, mother, son, or daughter. In certain
cases, the law of torts prescriptively attributes to a parent the actions of his or her child, along
with their attendant legal consequences. The law can attribute to corporate groups the status
of personhood (along with its attendant legal rights and obligations), and it attributes to that
fictitious legal entity we call a “corporation,” the actions of its officers. Chess players can
attribute to pieces of paper or plastic the powers of “rook” or “pawn.” Bankers can attribute
to handwritten instruments the functions of money.
46 I simplify here, since we can divide prescriptive attributions into two groups: basic and
derivative. Basic prescriptive attributions are those attributions that provide the original at-
tribution that then serves as the basis for (or authorizes) subsequent or derivative attributions.
The law, for example, provides the basic attribution of implied usability to sellers, that forms
the basis on which others are then authorized to make these same attributions or to act on
them. I should also note that what I here call “prescriptive attributions of intentionality” are
a subspecies of what Searle and others have termed “institutional facts.” See John Searle, The
Construction of Social Reality. Institutional facts arise when the members of a group collec-
tively agree to attribute to an object, action, or person features that it would not otherwise
have. During the sixteenth century, for example, the Indians of the American Northwest,
agreed to attribute to certain tubular sea shells the features we attribute to money; we today
collectively attribute to the utterance of the words “I promise” the act of putting oneself
under an obligation to do what is promised; and the British collectively attribute to the eldest
member of the royal family the rights of a monarch. Such attributions, Searle has argued,
underlie all of our social institutions, including all our political, cultural, linguistic, legal,
and economic institutions. Finally, I should note, that the attributions of intentionality to
corporations that French discusses, are all instances of prescriptive attributions. One of French’s
fundamental errors is to assume that all attributions of responsibility are descriptive. It is
because he thinks that attributions of responsibility must describe groups, that he thinks groups
must possess those literal properties that individuals must possess when individuals are de-
scribed as morally responsible for something. But, of course, prescriptive attributions of
responsibility can be made to anything at all regardless of their underlying properties, such as
toy soldiers or other plastic figurines children use in their games.
47 By “nonpathological” I mean to exclude the kind of unconscious or subconscious inten-
tions and beliefs that Freud attributed to us.

48 I discuss this issue at greater length in Velasquez, “Why Corporations Are Not Morally
Responsible for Anything They Do.”

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Debunking Corporate Moral Responsibility

Business Ethics Quarterly / Volume 13 / Issue 04 / October 2003, pp 531 - 562

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W hen assigning moral responsibility, should we treat a corporate organiza-

corporate organization is a separate moral agent and show that it is based on an

1. The Significance of the Issue

Semiconductors manufactured for such military purposes are supposed to

To cover up the omissions, National Semiconductor managers set up teams

National Semiconductor agreed to pay $1.75 million in penalties for de-

Charles Sporck, then CEO of National Semiconductor, adamantly opposed

Attributions of responsibility have real consequences on who is punished when

organization is morally responsible for a corporate action, we will naturally con-

2. The Collectivist Argument for Taking the Corporate Organization as One

of philosophers. There seems to be no more reason to reify groups than there is

individual entity merely in virtue of the fact that what is attributed to it is an

3. Corporate Actions and Intentions

as I noted above, is the kind of responsibility for an event that we attribute to

intentions. 40 The intentions that we attribute to groups are metaphorical, 41 based

In terms of the distinction between intrinsic and as-if intentionality, I am

collected in Collective Responsibility: Five Decades of Debate in Theoretical and Applied

Publishers, 1961), p. 722: “Answerable as the primary cause, motive, or agent.”

arbitrary collection of objects or “mereological sums,” however scattered, unrelated, and

it is this characteristic that makes it possible to attribute responsibility to a conglomerate as

ture) is “activated,” we have an instance of a pattern on the basis of which we attribute

tions and beliefs that Freud attributed to us.

Responsible for Anything They Do.”

Keeley, Michael. 1979. “Organizations as Non-Persons.” Journal of Value Inquiry

. 1984c. “The 91 Steps to a Fail-safe Chip.” San Jose Mercury News (4

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