Nevada Business Associations; Securities; Commodities
Sec.
§
78.138
Directors and officers: Fiduciary duties; exercise of powers; performance of duties; presumptions and considerations; liability to corporation and stockholders.
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 preparers or presenters 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 committees 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 under circumstances 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, including, without limitation:
(1)
The interests of the corporations 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 corporations 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 trier of fact determines that the presumption established by subsection 3 has been rebutted; and
(b)
It is proven that:
(1)
The directors or officers 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 unless otherwise provided in the articles of incorporation, or an amendment thereto, including, without limitation, any change or potential change in control of the corporation.