STATE COURTS AIM TO AVOID VICARIOUS LIABILITY BY IDENTIFYING INDEXES OF PARTICIPATION BY CORPORATE OFFICIALS IN THE CRIMINAL CONDUCT OF SUBORDINATES. LIABILITY THUS ATTACHES DUE TO PERSONAL MISCONDUCT OF A DEFENDANT, MANIFESTED BY ACTIVE PARTICIPATION IN AN OFFENSE AS AN AIDER, ABETTER, OR ACCOMPLICE; PASSIVE PARTICIPATION THROUGH KNOWLEDGE OR THE OPPORTUNITY TO GAIN KNOWLEDGE ABOUT AN OFFENSE AND PRESUMED SUBSEQUENT ACQUIESCENCE; OR FAILURE TO FULFILL A DUTY TO CONTROL CORPORATE ACTIONS. LIABILITY FOR CONDUCT IN A REPRESENTATIVE CAPACITY AND LIABILITY AS A PARTICIPANT ARE ISSUES IN THE CULPABILITY OF INDIVIDUALS WITHIN CORPORATIONS UNDER STATE LAW. STATE COURTS UTILIZE JUDICIALLY CREATED STANDARDS TO IDENTIFY CORPORATE OFFICIALS LIABLE FOR A CORPORATION'S VIOLATION OF CRIMINAL LAWS, AND SOME STATUTORY SCHEMES SPECIFY SUPERIOR OFFICIALS WHO WILL BE HELD RESPONSIBLE FOR CRIMES OF A CORPORATION. OFTEN RELYING ON STATE LAW PRECEDENTS, THE FEDERAL JUDICIARY AND STATUTES ALSO IMPOSE LIABILITY FOR PARTICIPATION (ACTUAL OR CONSTRUCTIVE KNOWLEDGE) AND FAILURE TO CONTROL CORPORATE MISCONDUCT. LIKE THEIR STATE COUNTERPARTS, FEDERAL COURTS AVOID IMPOSING VICARIOUS LIABILITY ON CORPORATE OFFICIALS BY ARTICULATING STANDARDS OF CULPABILITY THAT REQUIRE EITHER PERSONAL MISCONDUCT OF A DEFENDANT OR THE PRESENCE OF ILLEGAL CORPORATE ACTIVITY THAT A DEFENDANT IS CHARGED BY LAW TO PREVENT. THE MOST PROMINENT SUPREME COURT CASE ADDRESSING THE PROPER IDENTIFICATION OF CORPORATE OFFICIALS LIABLE FOR CORPORATE CRIMES IS UNITED STATES VERSUS DOTTERWEICH, THE ISSUE BEING THE PROPER STATUTORY CONSTRUCTION OF 'PERSON' IN THE FOOD AND DRUG ACT. ANOTHER IMPORTANT CASE INVOLVING INDIVIDUAL LIABILITY IN CORPORATE CRIMES IS UNITED STATES VERSUS PARK. THE PRIMARY GOAL OF THE PROPOSED FEDERAL CRIMINAL CODE IS TO REVISE AND CONSOLIDATE ALL FEDERAL FELONY PROVISIONS INTO A SINGLE TITLE OF THE U.S. CODE. SECTION 403 OF THE PROPOSED CODE FOCUSES ON GENERAL PRINCIPLES OF INDIVIDUAL LIABILITY FOR CRIME IN THE CORPORATE SETTING. DEFENSES AND LIMITATIONS ON LIABILITY ARE STIPULATED IN THE PROPOSED CODE. CASE LAW IS CITED WITH EXTENSIVE FOOTNOTES.