Louisiana § RS 12:1-842 - Standards of conduct for officers

§ RS 12:1-842. Standards of conduct for officers

            A. An officer, when performing in such capacity, has the duty to act in all of the following manners:

            (1) In good faith.

            (2) With the care that a person in a like position would reasonably exercise under similar circumstances.

            (3) In a manner the officer reasonably believes to be in the best interests of the corporation.

            B. [Reserved.]

            C. In discharging his or her duties, an officer who does not have knowledge that makes reliance unwarranted is entitled to rely on any of the following:

            (1) The performance of properly delegated responsibilities by one or more employees of the corporation whom the officer reasonably believes to be reliable and competent in performing the responsibilities delegated.

            (2) Information, opinions, reports or statements, including financial statements and other financial data, prepared or presented by one or more employees of the corporation whom the officer reasonably believes to be reliable and competent in the matters presented or by legal counsel, public accountants, or other persons retained by the corporation as to matters involving skills or expertise the officer reasonably believes are matters within the particular person's professional or expert competence or as to which the particular person merits confidence.

            D. An officer shall not be liable to the corporation or its shareholders for any decision to take or not to take action, or any failure to take any action, as an officer, if the duties of the office are performed in compliance with this Section. Whether an officer who does not comply with this Section shall have liability will depend in such instance on applicable law, including those principles of R.S. 12:1-831 that have relevance.

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