Tenn. Code Ann. § 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.

(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.

(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.

(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.

(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.