Criminal law distinguishes between intrinsically “evil” or socially pernicious conduct (such as murder, theft and abuse of property rights) and prohibited conduct (such as conducting a business without a license).

Like other forms of business activity, a party to an outsourcing arrangement may be liable for criminal conduct.   As a policy matter, criminalizing commercial activity reflects a governmental distrust for the ethics and probity of business decisionmakers.  This distrust is epitomized in the Sarbanes-Oxley Act of 2002.