Research and development in criminal law and criminology

Research and development in criminal law and criminology

Transfer of Criminal Liability of Legal Persons in the Merger Process

Document Type : Original Article

Authors
Amin Jafari 1
Matin Safiri 2
1 Associate Professor, Department of Criminal Law and Criminology, Faculty of Law and Political Science, Allameh Tabatabaei University, Tehran, Iran
2 Bachelor of Laws, Faculty of Humanities, Islamic Azad University, Sanandaj Branch, Sanandaj, Iran
10.22034/jclc.2025.2050004.1145
Abstract
The merger of commercial companies involves the integration of distinct legal entities to achieve a stronger position in the economic arena. While competition law may restrict mergers in certain contexts, they are widely recognized in business law as mechanisms to maximize production, enhance distribution, or resolve financial crises, particularly in sectors like banking. Beyond these economic objectives, however, mergers can be exploited as a means for a legal entity to evade criminal liability by transferring it to the successor company.
Against this backdrop, legal theories on this issue vary widely, from the complete non-transferability of criminal liability to its full transfer from the merged to the successor entity. These doctrines, however, have been largely overlooked in Iranian substantive law. The Islamic Penal Code and other relevant statutes remain silent on the transfer of criminal liability following a corporate merger. This legislative gap has resulted in divergent judicial rulings. Adopting a descriptive-analytical approach, this article examines the principles of corporate criminal liability, the legal mechanics of mergers, the theoretical arguments regarding the transfer of liability, and the varied judicial approaches taken in response to this issue.
Keywords
Successor Liability
Corporate Criminal Liability
Corporate Mergers
Legal Persons
Subjects

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Research and development in criminal law and criminology
Volume 2, Issue 3 - Serial Number 3
August 2025
Pages 144-170