The doctrine of corporate criminal liability, under which a corporation may be convicted of a crime committed by its employees, rests on an uneasy conceptual foundation. In most American jurisdictions, a corporation incurs criminal liability through the principle of respondeat superior: if an employee, acting within the scope of employment and with intent to benefit the firm, commits an offense, the firm itself is deemed to have committed it. Critics contend that this borrowing from civil tort law is ill-suited to the criminal sphere, where liability has traditionally been predicated on personal moral blameworthiness. A corporation, they observe, possesses no mind of its own; to attribute the guilty intent of a single low-level agent to the entire enterprise is to punish a fiction, and, more troublingly, to visit the costs of that punishment upon shareholders and employees who neither authorized nor could have prevented the wrong. Defenders of the doctrine respond that this objection mistakes the purpose of corporate punishment. The criminal sanction imposed on a firm is not, they argue, an expression of retributive judgment against a metaphysical person but an instrument for shaping institutional behavior. Firms are uniquely positioned to monitor and discipline their agents; by holding the enterprise liable, the law creates powerful incentives for the adoption of internal compliance systems that no individual prosecution could generate. On this view, the seeming injustice of vicarious liability is the price of a regulatory mechanism that operates where individual deterrence fails - namely, in the diffuse, collaborative settings where corporate wrongdoing typically originates and where identifying a single culpable actor is often impossible. Yet the defenders' argument, persuasive as far as it goes, does not fully answer the critics. The incentive rationale justifies liability calibrated to a firm's failure to supervise; it does not obviously justify the prevailing rule, under which a firm is liable even when it has installed a rigorous compliance program that a rogue employee circumvents. Several jurisdictions have accordingly begun to recognize a limited defense for firms that can demonstrate good-faith efforts at prevention. This development, though modest, signals a quiet reconceptualization: liability grounded not in the fiction of corporate intent but in the reality of corporate negligence - the enterprise's own failure to exercise the oversight its structural position uniquely enables. Whether this reorientation can be reconciled with the retributive premises of the criminal law remains contested. If a firm's culpability lies in negligent supervision, one might ask why the resulting sanction should carry the distinctive stigma of a criminal conviction rather than the milder opprobrium of a civil penalty. The answer, perhaps, is that the stigma is itself part of the incentive - a reputational cost that concentrates managerial attention as no fine alone could. The doctrine thus survives less by resolving its foundational tensions than by quietly repurposing the criminal sanction as a tool of institutional design, a transformation its traditional vocabulary continues to obscure.