Nevada § 78.138 - Directors and officers: Fiduciary duties; exercise of powers; presumptions and considerations; liability to corporation, stockholders and creditors

§ 78.138. Directors and officers: Fiduciary duties; exercise of powers; presumptions and considerations; liability to corporation, stockholders and creditors

1. The fiduciary duties of directors and officers are to exercise their respective

powers in good faith and with a view to the interests of the corporation. 2. In exercising their respective powers, directors and officers may, and are entitled

to, rely on information, opinions, reports, books of account or statements, including

financial statements and other financial data, that are prepared or presented by: (a) One or more directors, officers or employees of the corporation reasonably believed

to be reliable and competent in the matters prepared or presented; (b) Counsel, public accountants, financial advisers, valuation advisers, investment

bankers or other persons as to matters reasonably believed to be within the preparer's

or presenter's professional or expert competence; or (c) A committee on which the director or officer relying thereon does not serve, established

in accordance with NRS 78.125 , as to matters within the committee's designated authority and matters on which the

committee is reasonably believed to merit confidence, but a director or officer is not entitled to rely on such information, opinions, reports,

books of account or statements if the director or officer has knowledge concerning

the matter in question that would cause reliance thereon to be unwarranted. 3. Except as otherwise provided in subsection 1 of NRS 78.139 , directors and officers, in deciding upon matters of business, are presumed to act

in good faith, on an informed basis and with a view to the interests of the corporation. A director or officer is not individually liable for damages as a result of an act

or failure to act in his or her capacity as a director or officer except as described

in subsection 7. 4. Directors and officers, in exercising their respective powers with a view to the

interests of the corporation, may: (a) Consider all relevant facts, circumstances, contingencies or constituencies, which

may include, without limitation, one or more of the following: (1) The interests of the corporation's employees, suppliers, creditors or customers; (2) The economy of the State or Nation; (3) The interests of the community or of society; (4) The long-term or short-term interests of the corporation, including the possibility

that these interests may be best served by the continued independence of the corporation;

or (5) The long-term or short-term interests of the corporation's stockholders, including

the possibility that these interests may be best served by the continued independence

of the corporation. (b) Consider or assign weight to the interests of any particular person or group,

or to any other relevant facts, circumstances, contingencies or constituencies. 5. Directors and officers are not required to consider, as a dominant factor, the

effect of a proposed corporate action upon any particular group or constituency having

an interest in the corporation. 6. The provisions of subsections 4 and 5 do not create or authorize any causes of

action against the corporation or its directors or officers. 7. Except as otherwise provided in NRS 35.230 , 90.660 , 91.250 , 452.200 , 452.270 , 668.045 and 694A.030 , or unless the articles of incorporation or an amendment thereto, in each case filed

on or after October 1, 2003, provide for greater individual liability, a director

or officer is not individually liable to the corporation or its stockholders or creditors

for any damages as a result of any act or failure to act in his or her capacity as

a director or officer unless: (a) The presumption established by subsection 3 has been rebutted; and (b) It is proven that: (1) The director's or officer's act or failure to act constituted a breach of his

or her fiduciary duties as a director or officer; and (2) Such breach involved intentional misconduct, fraud or a knowing violation of law. 8. This section applies to all cases, circumstances and matters, including, without

limitation, any change or potential change in control of the corporation unless otherwise

provided in the articles of incorporation or an amendment thereto.