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2017 Tennessee Code
Title 39 - Criminal Offenses
Chapter 11 - General Provisions
Part 4 - Criminal Responsibility
§ 39-11-404. Corporate liability.
Universal Citation: TN Code § 39-11-404 (2017)
- (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.
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