§ 5-4 — Responsibility of corporation

(a) A corporation may be prosecuted for the commission of an offense if, but only if: (1) The offense is a misdemeanor, or is defined by Sections 11-20, 11-20.1 or 24-1 of this Code, or Section 44 of the "Environmental Protection Act", approved June 29, 1970, as amended or is defined by another statute 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 and 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, by a preponderance of the evidence, 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 Subsection (a) (1) refers, other than an offense for which absolute liability is imposed. This Subsection is inapplicable if the legislative purpose of the statute defining the offense is inconsistent with the provisions of this Subsection. (c) For the purpose of this Section: (1) "Agent" means any director, officer, servant, employee, or other person who is authorized to act in behalf of the corporation. (2) "High managerial agent" means 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.

Legislative History

(Source: P.A. 85-1440.)