(1) In discharging the duties of a director, a director is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by:
(a) One or more officers or employees of the banking institution whom the director reasonably believes to be reliable and competent in the matters presented;
(b) Legal counsel, public accountants or other persons as to matters the director reasonably believes are within the personís professional or expert competence; or
(c) A committee of the board of directors of which the director is not a member, if the director reasonably believes the committee merits confidence.
(2) A director is not acting in good faith if the director has knowledge concerning a matter in question that makes reliance otherwise permitted by subsection (1) of this section unwarranted.
(3) When evaluating any offer of another party to make a tender or exchange offer for any equity security of the banking institution, or any proposal to merge the banking institution with another banking institution or to purchase or otherwise acquire all or substantially all the properties and assets of the banking institution, the directors of a banking institution may, in determining what the directors believe to be in the best interests of the banking institution, give due consideration to the social, legal and economic effects on employees, customers and suppliers of the banking institution and on the communities and geographical areas in which the banking institution and its subsidiaries operate, the economy of the state and nation, the long term as well as short term interests of the banking institution and its stockholders, including the possibility that these interests may be best served by the continued independence of the banking institution, and other relevant factors. [Amended by 1973 c.797 §88; 1975 c.725 §7; 1997 c.631 §92]Section: Previous 707.630 707.640 707.642 707.644 707.646 707.648 707.650 707.660 707.665 707.670 707.675 707.680 707.690 707.700 707.705 Next
Last modified: August 7, 2008