(a) A corporation may be convicted of: (1) any offense committed in furtherance of its affairs on the basis of conduct performed, authorized, requested, commanded or recklessly tolerated by (A) the board of directors; (B) a managerial agent acting in the scope of his employment; or (C) any other person for whose conduct the statute defining the offense provides criminal responsibility; (2) any offense consisting of a failure to perform a duty imposed by law; or (3) any petty misdemeanor or violation committed by an agent of the corporation acting in the scope of his employment in furtherance of its affairs.
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(b) It is no defense that an individual upon whose conduct liability of the corporation is based has not been prosecuted or convicted, has been convicted of a different offense or is immune from prosecution. (c) As used in this Section, managerial agent means an agent of the corporation having duties of such responsibility that his conduct may fairly be found to represent the policy of the corporation. SOURCE: G.P.C. § 7; M.P.C. § 2.07; Cal. § 409 (T.D.1, 1967); Cal. § 430 (1971); *Mass. ch. 263, § 22 (See also § 23 regarding individual liability); N.J. § 2C:2-7. COMMENT: § 4.80 supersedes a portion of the former Penal Code Section 7 which provided only that Athe word 'person' includes a corporation...@ That provision supplied a basis for liability but without adequate guidelines. Section 4.80 attempts to provide such guidelines.
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