Tennessee Code Title 39. Criminal Offenses § 39-11-404

(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:

(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.