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(A) A corporation may be prosecuted for the commission of an offense if the commission of the offense is authorized, requested, commanded or performed, by the board of directors or by a high managerial agent who is acting within the scope of his or her employment in behalf of the corporation.
(B) A corporation’s proof, by a preponderance of the evidence, that the high managerial agent having supervisory responsibility over the conduct which is the subject matter of the offense exercised due diligence to prevent the commission of the offense, is a defense to a prosecution for any offense to which division (A) above refers, other than an offense for which absolute liability is imposed. This division (B) is inapplicable if the legislative purpose of the section defining the offense is inconsistent with the provisions of this division (B).
(C) For the purpose of this section, the following definitions shall apply unless the context clearly indicates or requires a different meaning.
AGENT. Any director, officer, servant, employee or other person who is authorized to act in behalf of the corporation.
HIGH MANAGERIAL AGENT. An officer of the corporation, or any other agent who has a position of comparable authority for the formulation of corporate policy or the supervision of subordinate employees in a managerial capacity.
(Prior Code, § 47-2.4)