https://papers.ssrn.com/sol3/papers.cfm?abstract_id=5202339 Skip to main content PDF iconDownload This Paper Open PDF in Browser Add Paper to My Library Share: * * * * Permalink Using these links will ensure access to this page indefinitely [https://papers.ssrn.] Copy URL [https://dx.doi.org/1] Copy DOI Pardoning Corporations Forthcoming, University of Chicago Law Review, Volume 92 29 Pages Posted: 6 May 2025 See all articles by Brandon Stras Brandon Stras University of Chicago Law School Date Written: April 02, 2025 Abstract Though the Pardon Clause could be interpreted to include or exclude corporate offenses, overlooked history suggests the broader interpretation is the more plausible one. The Clause codified a power that had existed for centuries in England. And corporations were often pardoned at common law--including the Massachusetts Bay Company. This tradition lasted for hundreds of years, and it is the backdrop against which the Framers drafted the Pardon Clause. Even following the Founding, people continued to understand that the pardon power stretched to corporations. Since that time, however, institutional memory has faded. The President could condition forgiveness on corporate compliance programs or on donations to his political campaign. He could offer pardons to foreign companies to sweeten relations with other countries. He could effectively abolish corporate criminal liability during his terms, at least at the federal level, even for prosecutions initiated by independent agencies. He could pardon his own companies to protect them from prosecution. Or he might even pardon companies that bribed him. Given the sweeping pardon power in Article II, all these decisions fall within the President's discretion. He does not even need to wait for a company to apply. Some of these consequences are startling, but Congress can limit the pardon power's effects in two ways. First, Congress can refuse to appropriate refunds of pardoned fines. At the time of writing, Congress has not appropriated such refunds for individuals or companies. That decision denies people reprieve from the most common, and often most consequential, punishments imposed on companies. Second, Congress can repeal statutes that impose corporate criminal liability and replace them with unpardonable civil infractions, depriving the President of offenses to pardon. Some state constitutions might also include a power to pardon companies. Though this account is more tentative, some attorneys could be more effective advocates if they encouraged their corporate clients to apply for pardons. Federal juries convict around 100 companies per year; states impose the rest of the corporate criminal liability. In most states, there is little authority one way or the other, which creates opportunities for good lawyering. This is important because, even if the President never pardons a company again, some state governments might consider doing so. Alaska's Governor already did, and that pardon is unlikely to be alone forever. Keywords: pardon, executive power, presidential power, history, originalism, original law, common law, pardon power, clemency, corporate law, corporations Suggested Citation: Suggested Citation Stras, Brandon, Pardoning Corporations (April 02, 2025). Forthcoming, University of Chicago Law Review, Volume 92, Available at SSRN: https://ssrn.com/abstract=5202339 or http://dx.doi.org/10.2139/ ssrn.5202339 Brandon Stras (Contact Author) University of Chicago Law School ( email ) 1111 E 60th St Chicago, IL 60637 United States PDF iconDownload This Paper Open PDF in Browser Do you have a job opening that you would like to promote on SSRN? Place Job Opening Paper statistics Downloads 281 Abstract Views 10,052 Rank 365,548 PlumX Metrics Related eJournals * Political Economy - Development: Political Institutions eJournal Follow Political Economy - Development: Political Institutions eJournal Subscribe to this fee journal for more curated articles on this topic FOLLOWERS 63 PAPERS 12,309 Feedback Feedback to SSRN Feedback (required) [ ] Email (required) [ ] Submit Submit a Paper Section 508 Text Only Pages SSRN Quick Links * SSRN Solutions * Research Paper Series * Conference Papers * Partners in Publishing * Jobs & Announcements * Special Topic Hubs SSRN Rankings * Top Papers * Top Authors * Top Organizations About SSRN * Network Directors * Announcements * Contact us * FAQs * * * Copyright Terms and Conditions Privacy Policy All content on this site: Copyright (c) 2024 Elsevier Inc., its licensors, and contributors. All rights are reserved, including those for text and data mining, AI training, and similar technologies. For all open access content, the relevant licensing terms apply. We use cookies to help provide and enhance our service and tailor content. To learn more, visit Cookie Settings. This page was processed by aws-apollo-l200 in 0.047 seconds