Corporate Criminal Law within senior management has ceased to be a peripheral subject and has become a central agenda item. Not due to academic whim, but because of practical gravity: strategic decisions now coexist with a hyper-regulated environment, the administrativization of Criminal Law, and reputational pressures that shorten the distance between corporate governance failures and the criminal liability of individuals. Where we once spoke only of compliance, we now speak of criminal governance: the institutional capacity to prevent, detect, and respond to criminal risks that permeate operations, contracts, and interactions with the State.
Corporate Criminal Law and Senior Management: the Pressure Forces
The first force is regulatory. In sectors such as infrastructure, finance, healthcare, education, competition, and technology (e.g., fintechs), business activities depend on licenses, authorizations, and proliferating rules. What begins as an administrative infraction often becomes criminalized by legislative action or broad interpretations of existing offenses. Jesús-María Silva Sánchez’s warning about the expansion of Criminal Law remains timely: the boundaries between regulatory non-compliance and offenses against legally protected interests grow porous. For reference, see the Brazilian edition of A Expansão do Direito Penal (Editora RT).
The second force is economic and political. Sectors with high interaction with the public sector — concessions, government procurement, large-scale partnerships — operate under constant scrutiny. The combination of judicialization of politics, suspicions of misconduct, and cycles of allegations exposes companies to severe interpretations of legitimate routines of contracting, hospitality, sponsorship, or institutional relations. It is not enough to “comply with the law”; one must demonstrate method, audit trail, and decision-making standards compatible with public integrity — all well systematized in the IBGC’s governance materials.
The third force is dogmatic and evidentiary. Doctrines such as the “control of the act,” willful blindness, and liability for improper omission have reduced the distance between the decision-making summit and the core of criminal attribution: executives who could have acted and did not are increasingly required to explain decisions (or omissions) in investigations and criminal proceedings. Add to this the tolerance for generic accusations and the elasticity of concepts such as “collusion” or “associative link,” and the scenario becomes more than legal: it becomes structurally adverse to leaders who govern without clear decision trails.
From Diffuse Risk to Criminal Governance: What Changes for Senior Management
The turning point is treating criminal risk as business risk. This means mapping criminal risks for each area of activity with the same periodicity as financial and operational risks; establishing traceable decision flows (who decides, on the basis of which documents and opinions); and rehearsing response protocols for critical events — subpoenas, lifting of confidentiality, search and seizure. Tactically, predefined escalation lines are advisable: when to engage external criminal counsel, when to inform senior management, when to open an internal investigation and under what chain-of-custody safeguards. For specific diligence procedures, see our guide on search and seizure.
It also changes the design of the control culture. Generic training becomes ineffective where attribution is built on behavioral indicators: tolerance for “shortcuts,” targets that reward at any cost, bonuses disconnected from compliance. Senior management must be explicit about incentives and disincentives, including integrity metrics in variable compensation. “Tone at the top” is not a slogan; it is a protocol: minutes, policy, metrics, and consequences — pillars present in IBGC references.
Corporate Criminal Law and Senior Management: Prevention, Detection, and Response
In prevention, policies must engage with sector-specific criminal offenses (competition, environmental, financial, tax, etc.), avoiding abstract texts that do not guide decisions. In detection, governance ensures reliable internal channels (including for third parties), risk-based audits, and monitoring of points of contact with the State (procurement, inspections, renewals). In response, operational plans must be ready to preserve evidence, contain damage, and centralize professional technical interaction with authorities. When a diligence occurs, the difference between controlled crisis and catastrophe usually lies in how quickly criminal counsel is engaged, the scope defined, and the chain of custody protected — practices aligned with IBGC references.
Conclusion: Why the Topic Is Central — and Will Remain So
Corporate Criminal Law within senior management is a reality because the environment demands it: regulation expands, political economy requires explanations, and dogmatics provides instruments for personal attribution to executives. Senior management that does not internalize this agenda operates outside the duty of care. What is expected is not omniscience, but method: risk map, decision trail, correct incentives, institutional emergency protocols, and professional interaction with authorities. When criminal governance is taken seriously, the company protects people, preserves its social license to operate, and restores Criminal Law to its proper place: ultima ratio, not a public-policy tool for corporate management.
