Nargis Begum, 62, died on the M1 in South Yorkshire in September 2018 when another vehicle smashed into her car which she had just climbed out of to seek help.
But South Yorkshire Police has said that will not happen and the case has now been closed.
Assistant Chief Constable Sarah Poolman said: "I would like to express my heartfelt sympathies to the families and loved ones of those who have lost their lives on the smart motorway in South Yorkshire.
"Families and campaigners are fighting with dignity and admirable determination in their search for answers and action following these tragedies.
"Following concerns expressed by senior coroner Nicola Mundy at the pre-inquest review into the death of Mrs Nargis Begum, the force launched a 'scoping exercise' to ascertain whether there is a reasonable suspicion that Highways England may have committed the criminal offence of corporate manslaughter.
"As part of our work, we sought specialist advice from the Crown Prosecution Service (CPS).
"Having considered the CPS advice, we have concluded that in the circumstances, Highways England cannot be held liable for the offence of corporate manslaughter.
"This is because, in legal terms, the organisation did not owe road users a 'relevant duty of care' under the terms set out in the Corporate Manslaughter and Corporate Homicide Act 2007.
"For this reason, I have brought the police investigation into this offence to an end.
"I regret that South Yorkshire Police is unable to provide all the answers that families and campaigners are looking for.
"However, I can assure them that a thorough and comprehensive report comprising our findings and all of the materials we have gathered during our scoping exercise is now being completed.
"This report will be provided to Ms Mundy before Mrs Begum's inquest is resumed. It can also be made available to the government and Highways England, with a view that its contents may help inform further enquiries into smart motorways via other avenues in the future."
Mrs Begum, from Sheffield, a mother-of-five and grandmother-of-nine, was in a Nissan Qashqai driven by her husband which broke down on the M1 near Woodall Services.
She left the Nissan and was awaiting help when another vehicle crashed into her car, which then hit her.
At a pre-inquest review the coroner heard more than 16 minutes had elapsed between the Nissan breaking down and the collision, plus a further six minutes before warning signs were activated.
"I want to know why, essentially," she said. "It's as simple as that."
Ms Mundy said she was considering whether the government-owned Highways England has a case to answer for corporate manslaughter or gross negligence manslaughter.
The CPS decided against prosecuting the driver who hit the Nissan.