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Indiana Code

Chapter 11

IC 28-13-11

Standards of Conduct for Directors

1Discharge of duties; good faith; ordinary prudence; best interests of corporation 2Right to rely on data and other information; financial statements and data 3Bad faith; knowledge making reliance on information unwarranted 4Best interests of corporation; factors considered 5Exemption from personal liability; inapplicability in departmental proceedings 6Legislative intent; business judgment and discretion of directors; corporate takeovers 7Additional considerations affecting board actions or recommendations; approval of majority of disinterested directors; conclusive presumption of validity 8Disinterested persons; director or shareholder of corporation 9Conflict of interest transactions; direct or indirect interest of director; nonvoidability by corporation; voting for authorization, approval, or ratification 10Unlawful distribution; liability of director; right to contribution