Alabama § 10A-1-3.21 Rights of Governing Persons in Certain Cases

Alabama Statutes

§ 10A-1-3.21 — Rights of Governing Persons in Certain Cases

Alabama § 10A-1-3.21

JurisdictionAlabama

Title 10AAlabama Business and Nonprofit Entities Code

Ch. 1General Provisions

Art. 3Formation and Governance

Div. CGoverning Persons and Officers

This text of Alabama § 10A-1-3.21 (Rights of Governing Persons in Certain Cases) is published on Counsel Stack Legal Research, covering Alabama primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Ala. Code § 10A-1-3.21 (2026).

Text

(a)In discharging a duty or exercising a power, a governing person, including a governing person who is a member of a committee, in good faith and with ordinary care, may rely on information, opinions, reports, or statements, including financial statements and other financial data, concerning a domestic entity or another person and prepared or presented by:

(1)an officer or employee of the entity;

(2)legal counsel;

(3)a public accountant or certified public accountant;

(4)an investment banker;

(5)a person who the governing person reasonably believes possesses professional expertise in the matter; or

(6)a committee of the governing authority of which the governing person is not a member.

(b)A governing person may not in good faith rely on the information described by subsection (a)

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(a) In discharging a duty or exercising a power, a governing person, including a governing person who is a member of a committee, in good faith and with ordinary care, may rely on information, opinions, reports, or statements, including financial statements and other financial data, concerning a domestic entity or another person and prepared or presented by:
(1) an officer or employee of the entity;
(2) legal counsel;
(3) a public accountant or certified public accountant;
(4) an investment banker;
(5) a person who the governing person reasonably believes possesses professional expertise in the matter; or
(6) a committee of the governing authority of which the governing person is not a member.
(b) A governing person may not in good faith rely on the information described by subsection (a) if the governing person has knowledge of a matter that makes the reliance unwarranted.
(c) A governing person held liable on a claim is entitled to contribution from each of the other governing persons held liable on the same claim, as appropriate to achieve equity.