39-11-404 - Corporate liability.
39-11-404. Corporate liability.
(a) A corporation commits an offense when:
(1) The conduct constituting the offense consists of an intentional failure to discharge a specific duty imposed upon corporations by criminal law;
(2) The conduct constituting the offense is engaged in, authorized, commanded or knowingly tolerated by the board of directors or by a high managerial agent acting within the scope of the agent's employment on behalf of the corporation; or
(3) The conduct constituting the offense is engaged in by an agent of the corporation acting within the scope of the agent's employment and on behalf of the corporation, and:
(A) The offense is a misdemeanor; or
(B) The offense is one defined by statute which indicates a legislative intent to impose criminal liability on a corporation.
(b) The following definitions apply in this part, unless the context requires otherwise:
(1) Agent means any officer, director, servant or employee of the corporation or any other person authorized to act on behalf of the corporation; and
(2) High managerial agent means an officer of a corporation or any other agent of a corporation who has duties or such responsibility that the agent's conduct reasonably may be inferred to represent the policy of the corporation.
[Acts 1989, ch. 591, § 1.]