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.