Corporate Liability

1. Law
2. Tennessee Code
3. Criminal Offenses
4. General Provisions
5. Criminal Responsibility
6. Corporate Liability

1. 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:
      1. The offense is a misdemeanor; or
      2. The offense is one defined by statute which indicates a legislative intent to impose criminal liability on a corporation.
2. 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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