2C:2-7. Liability of Corporations and Persons Acting, or Under a Duty to Act, in Their Behalf.

a.  A corporation may be convicted of the commission of an offense if:

    (1) The conduct constituting the offense is engaged in by an agent of the corporation while acting within the scope of his employment and in behalf of the corporation unless the offense is one defined by a statute which indicates a legislative purpose not to impose criminal liability on corporations.  If the  law governing the offense designates the agents for whose conduct the corporation is accountable or the circumstances under which it is accountable, such provisions shall apply;

    (2) The offense consists of an omission to discharge a specific duty of affirmative performance imposed on corporations by law;  or

    (3) The conduct constituting the offense is engaged in, authorized, solicited, requested, commanded, or recklessly tolerated by the board of directors or by a high managerial agent acting within the scope of his employment and in behalf of the corporation.

    b.  As used in this section:

     (1)  "Corporation"  does not include an entity organized as or by a governmental agency for the execution of a governmental program;

     (2)  "Agent"  means any director, officer, servant, employee or other person  authorized to act in behalf of the corporation;

     (3)  "High managerial agent"  means an officer of a corporation or any other  agent of a corporation having duties of such responsibility that his conduct  may fairly be assumed to represent the policy of the corporation.

    c.  In any prosecution of a corporation for the commission of an offense included within the terms of subsection a. (1) of this section, other than an offense for which absolute liability has been imposed, it shall be a defense if  the defendant proves by a preponderance of evidence that the high managerial  agent having supervisory responsibility over the subject matter of the offense  employed due diligence to prevent its commission. This paragraph shall not  apply if it is plainly inconsistent with the legislative purpose in defining  the particular offense.

    d.  Nothing in this section imposing liability upon a corporation shall be construed as limiting the liability for an offense of an individual by reason of his being an agent of the corporation.

     L.1978, c. 95, s. 2C:2-7, eff. Sept. 1, 1979.