Corporation Right Against Self Incrimination
In Wilson v. United States (1911) at pages 382-383 [31 S. Ct. at page 545], the United States Supreme Court held that, unlike private individuals, corporations have no privilege against self-incrimination.
The rationale was given as early as 1906 in Hale v. Henkel, supra, 201 U.S. at pages 74-75 [26 S. Ct. at page 379], as follows:
"Conceding that the witness was an officer of the corporation under investigation, and that he was entitled to assert the rights of the corporation with respect to the production of its books and papers, we are of the opinion that there is a clear distinction in this particular between an individual and a corporation, and that the latter has no right to refuse to submit its books and papers for an examination at the suit of the State.
The individual may stand upon his constitutional rights as a citizen. He is entitled to carry on his private business in his own way.
His power to contract is unlimited. He owes no duty to the State or to his neighbors to divulge his business, or to open his doors to an investigation, so far as it may tend to criminate him.
He owes no such duty to the State, since he receives nothing therefrom, beyond the protection of his life and property.
His rights are such as existed by the law of the land long antecedent to the organization of the State, and can only be taken from him by due process of law, and in accordance with the Constitution.
Among his rights are a refusal to incriminate himself, and the immunity of himself and his property from arrest or seizure except under a warrant of the law.
He owes nothing to the public so long as he does not trespass upon their rights. Upon the other hand, the corporation is a creature of the State.
It is presumed to be incorporated for the benefit of the public. It receives certain special privileges and franchises, and holds them subject to the laws of the State and the limitations of its charter.
Its powers are limited by law. It can make no contract not authorized by its charter. Its rights to act as a corporation are only preserved to it so long as it obeys the laws of its creation.
There is a reserved right in the legislature to investigate its contracts and find out whether it has exceeded its powers.
It would be a strange anomaly to hold that a State, having chartered a corporation to make use of certain franchises, could not in the exercise of its sovereignty inquire how these franchises had been employed, and whether they had been abused, and demand the production of the corporate books and papers for that purpose.
The defense amounts to this: That an officer of a corporation, which is charged with a criminal violation of the statute, may plead the criminality of such corporation as a refusal to produce its books.
To state this proposition is to answer it. While an individual may lawfully refuse to answer incriminating questions unless protected by an immunity statute, it does not follow that a corporation, vested with special privileges and franchises, may refuse to show its hand when charged with an abuse of such privileges.
It is true that the corporation in this case was chartered under the laws of New Jersey, and that it receives its franchise from the legislature of that State; but such franchises, so far as they involve questions of interstate commerce, must also be exercised in subordination to the power of Congress to regulate such commerce, and in respect to this the General Government may also assert a sovereign authority to ascertain whether such franchises have been exercised in a lawful manner, with a due regard to its own laws.
Being subject to this dual sovereignty, the General Government possesses the same right to see that its own laws are respected as the State would have with respect to the special franchises vested in it by the laws of the State.
The powers of the General Government in this particular in the vindication of its own laws, are the same as if the corporation had been created by an act of Congress."