§ 512. Standard of care, justifiable reliance and business judgment rule
Purdon's Pennsylvania Statutes and Consolidated StatutesTitle 15 Pa.C.S.A. Corporations and Unincorporated AssociationsEffective: January 3, 2023
Effective: January 3, 2023
15 Pa.C.S.A. § 512
§ 512. Standard of care, justifiable reliance and business judgment rule
(a) Directors.--A director of a domestic corporation shall stand in a fiduciary relation to the corporation and shall perform the duties of a director, including duties as a member of any committee of the board upon which the director may serve, in good faith, in a manner the director reasonably believes to be in the best interests of the corporation and with such care, including the skill and diligence that a person of ordinary prudence would use under similar circumstances and reasonable inquiry into those issues required by the statutes of this Commonwealth to be considered in the circumstances and those interests and factors listed in section 515(a) (relating to exercise of powers generally) or 516(a) (relating to alternative standard) that the director considers appropriate. This subsection is subject to subsection (d) where applicable.
(a.1) Justifiable reliance.--In performing the duties of a director, and in satisfying the requirements of subsection (d), a director is entitled to rely in good faith on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by any of the following:
(c) Officers.--Except as otherwise provided in the articles, an officer shall perform his duties as an officer in good faith, in a manner he reasonably believes to be in the best interests of the corporation and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances. A person who so performs his duties shall not be liable by reason of having been an officer of the corporation.
Credits
1990, Dec. 19, P.L. 834, No. 198, § 102, imd. effective. Amended 2022, Nov. 3, P.L. 1791, No. 122, § 24, effective in 60 days [Jan. 3, 2023].
15 Pa.C.S.A. § 512, PA ST 15 Pa.C.S.A. § 512
Current through Act 13 of the 2024 Regular Session. Some statute sections may be more current, see credits for details.
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