§ 39-11-404. Corporate liability.

TN Code § 39-11-404 (2019) (N/A)

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(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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§ 39-11-403. Criminal responsibility for facilitation of felony.

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§ 39-11-405. Individual liability for corporate conduct.