Corporate Criminal Liability and the Impossibility of Mens Rea: Why Guilty Minds Require Moral Agents

Criminal law requires mens rea: defendants must possess the cognitive capacity to form guilty minds. This paper argues that corporations architecturally lack this capacity. Corporations are optimization algorithms embodied in legal form—they maximize expected value through cost-benefit calculations, immune to shame, moral reasoning, or social expectations beyond material consequences. Corporations do not reason morally; they calculate. They weigh expected penalties against expected gains, nothing more. This is not a behavioral claim subject to empirical testing. It is an architectural claim about what corporations are: Level 1 intentional systems operating in games designed for Level 3 players. The paper demonstrates why criminal liability designed for moral agents systematically fails when applied to optimization engines.