§ 28-13-11-7 — Additional considerations affecting board actions or recommendations; approval of majority of disinterested directors; conclusive presumption of validity

Indiana § 28-13-11-7

• Jurisdiction: Indiana
• Art. 13: CORPORATE GOVERNANCE
• Ch. 11: Standards of Conduct for Directors

Text

(a) In taking or declining to take any action,
or in making or declining to make any recommendation to the
shareholders of the corporation with respect to any matter, a board of
directors of a corporation may, in the board's discretion, consider both
the short term and long term best interests of the corporation.
(b) The board of directors shall take into account, and weigh as the
directors consider appropriate, the effects of the action or
recommendation on the corporation's shareholders and the other
corporate constituent groups and interests listed or described in section
4 of this chapter, as well as any other factors considered pertinent by
the directors under section 4 of this chapter.
(c) If a determination is made under this section with the approval
of a majority of the disinterested directors of the board of the directors,
that determination shall conclusively be presumed to be valid unless,
after reasonable investigation, it can be demonstrated that the
determination was not made in good faith.

Legislative History

As added by P.L.14-1992, SEC.163.