§ 12:1-832 — Protection against monetary liability

§1-832. Protection against monetary liability
A. Except to the extent that the articles of incorporation limit or reject the protection
against liability provided by this Section, no director or officer shall be liable to the
corporation or its shareholders for money damages for any action taken, or any failure to take
action, as a director or officer, except for one of the following:
(1) A breach of the director's or officer's duty of loyalty to the corporation or the
shareholders.
(2) An intentional infliction of harm on the corporation or the shareholders.
(3) A violation of R.S. 12:1-833.
(4) An intentional violation of criminal law.
B. The liability of a director or officer for conduct described in Paragraphs (A)(1)
through (4) of this Section may not be limited or eliminated, but the corporation may
purchase insurance against that liability as provided in R.S. 12:1-857.
C. For purposes of this Section, the duty of loyalty does not include any duty to act
with any degree of care in the exercise of the director's or officer's responsibilities to the
corporation or its shareholders.
D. A provision in a corporation's articles of incorporation that became effective
before January 1, 2015, and that purports to protect a director or officer of the corporation
against monetary liability to the corporation or its shareholders, shall not operate as a
limitation of the protection against liability provided by this Section except to the extent that
it provides less protection against liability than was permitted by the law in effect at the time
the provision became effective.

Legislative History

Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2016, No. 442, §1.