A company can only be prosecuted for manslaughter if an individual (who is being prosecuted for manslaughter) is considered to be a "controlling mind" or a "directing mind and will" of the company. How can you determine whether or not an individual is such a person.

The test for this was set out in the case of HL Bolton (Engineering) Co Ltd v TJ Grahams & Sons Ltd. This stated the following:

"A company may in many ways be likened to a human body. It has a brain and nerve centre which controls what it does. It also has hands which hold the tools and act in accordance with directions from the centre. Some of the people in the company are mere servants and agents who are nothing more than the hand to do the work and cannot be said to represent the mind and will. Others are directors and managers who represent the directing mind and will of the company, and control what it does. The state of mind of these managers is the state of mind of the company and is treated by the law as such."

There is however uncertainty about how this general test can be applied. In the House of Lords case of Tesco Supermarkets Ltd v Natrass, three different judges gave three slightly different interpretations:

Lord Reid sated that the following individuals were controlling minds of a company:

"the board of directors, the managing director and perhaps other superior officers of a company [who] carry out the functions of manslaughter and speak and act as the company"

Viscount Dilhorne gave a more limited interpretation saying that a controlling mind is a person:

"Who is in actual control of the operations of a company or of part of them and who is not responsible to another person in the company for the manner in which he discharges his duties in the sense of being under his orders."

And Lord Diplock stated that the people who are the controlling minds are those:

"who by the memorandum and articles of association or as a result of action taken by the directors or by the company in general meeting pursuant to the articles are entrusted with the exercise of the powers of the company."

To read more about the law of manslaughter, click here