In order to protect the objectives of competition policy, companies as undertakings are primarily targeted for the competition law infringements based on the mixed approach of compliance and deterrence theories relying on the view that company directors are incentivised to comply with the rules of competition law by the internal compliance programmes and corporate fines are the consequences of incompliance. This enforcement strategy gives rise to a tension between corporate governance, company law and competition law, as the former two focus on the behaviour of individuals within the corporate structure, while the latter concerns the impact of the company’s behaviour in the market. The question that arises in this tension is whether or to what extent competition law actually considers the way in which the company is run internally while it seeks to promote these primary objectives. This article analyses the deterrent effectiveness of primary enforcement strategy employed in the UK competition law regime and argues that competition law does not tend to localise the source of conduct or particular decisions and does not aim to correct the right wrongdoer. Despite that lack of effectiveness of public enforcement strategy to deter further anti-competitive behaviour has led individual sanctions to be introduced by the Enterprise Act 2002 and the Enterprise and Regulatory Reform Act 2013 in the UK, companies are still primarily targeted by corporate fines even though directors have intentionally breached the rules of competition law and this strategy is unlikely to deter directors from engaging with undesirable behaviour which exposes the company to risk of liability and loss.

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公司责任与竞争法：公司面临董事不良行为的风险

为了保护竞争政策的目标，基于合规和威慑理论的混合方法，基于竞争法激励公司董事遵守竞争法规则的观点，公司作为经营者的主要目标是竞争法侵权。内部合规计划和公司罚款是不合规的后果。这种执法策略导致了公司治理、公司法和竞争法之间的紧张关系，因为前两者关注的是公司结构内个人的行为，而后者关注的是公司行为对市场的影响。在这种紧张关系中出现的问题是，在寻求促进这些主要目标时，竞争法是否或在多大程度上实际考虑了公司的内部运营方式。本文分析了英国竞争法制度中采用的主要执法策略的威慑效力，并认为竞争法并不倾向于将行为或特定决定的来源本地化，也不旨在纠正正确的不法行为者。尽管公共执法战略在阻止进一步的反竞争行为方面缺乏有效性导致英国 2002 年企业法和 2013 年企业和监管改革法引入了个人制裁，