T.P.I. -- CRIM. 3.04

CORPORATE LIABILITY

            It is alleged in this case that the charged offense was committed by a corporation.  For you to find that the corporation committed an offense, the state must have proven beyond a reasonable doubt that:¹

[Part A:

            (1)  there was a failure to discharge a specific duty;

and

            (2)  that duty is imposed upon corporations by criminal law;

and

            (3)  the failure was intentional;

and

            (4)  the conduct was [authorized] [commanded] [knowingly tolerated] by

                   the [board of directors] [a high managerial agent acting within the

                   scope of his or her employment on behalf of the corporation];]

or

[Part B:

            (1)  the conduct was engaged in by an agent of the corporation;

and

            (2)  the agent was acting within the scope of his or her employment;

and

            (3)  the agent was acting on behalf of the corporation;

and

            (4)  the offense is a misdemeanor;

and

            (5)  the offense is one defined by statute which indicates a legislative

                   intent to impose such criminal liability on a corporation.]

            ["Agent" means any officer, director, servant or employee of the corporation or any other person authorized to act on behalf of the corporation.]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.]³

            ["Intentionally" means that a person acts intentionally with respect to the nature of the conduct or to a result of the conduct when it is the person's conscious objective or desire to engage in the conduct or cause the result.]⁴

            ["Knowingly" means that a person acts knowingly with respect to the conduct or to circumstances surrounding the conduct when the person is aware of the nature of the conduct or that the circumstances exist.  A person acts "knowingly" with respect to a result of the person's conduct when the person is aware that the conduct is reasonably certain to cause the result.]⁵

FOOTNOTES

 1.  Tenn. Code Ann. § 39-11-404.

 2.  Tenn. Code Ann. § 39-11-404(b).

 3.  Tenn. Code Ann. § 39-11-404(b).

 4.  Tenn. Code Ann. § 39-11-106(a)(18).

 5.  Tenn. Code Ann. § 39-11-106(a)(20).

COMMENTS

              1.  Tenn. Code Ann. § 39-11-404(b), which contains the definition of the terms "agent" and "high managerial agent", qualifies the use of those definitions by providing that the definitions apply "unless the context requires otherwise."