Beneficial Finance Company (Beneficial) (defendant), and several other corporations, were convicted of bribing, and conspiring to bribe, state banking officials with the intent of obtaining favorable treatment from the state’s Small Loans Regulatory Board. Beneficial’s conviction was based on the actions of employees who were neither officers nor directors of the corporation. One of the employees, Farrell, was an officer and director of a wholly-owned subsidiary of Beneficial. Another employee, Glynn, reported to Farrell but was paid by a separate wholly-owned Beneficial subsidiary. Beneficial appealed the conviction, arguing that the court applied an improper standard for determining the criminal responsibility of a corporation.