(A) A corporation may be persecuted for the commission of an offense if, but only if:
(1) The offense is a misdemeanor and which clearly indicates a legislative purpose to impose liability on a corporation and an agent of the corporation performs the conduct which is an element of the offense while acting within the scope of his or her office or employment in behalf of the corporation; except that, any limitation in the defining statute concerning the corporation’s accountability for certain agents or under certain circumstances is applicable; or
(2) 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 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)(1) above refers, other than an offense for which absolute liability is imposed. This division (B) is inapplicable if the legislative purpose of the statute 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.
(1992 Code, § 8-1-106)