Corporations, Associations, and Partnerships

Business Combination Act

SECTION 7-5.2-8

§ 7-5.2-8. Duties in response to acquisition proposals.

(a) In discharging the duties of their respective positions with respect to any proposed business combination, as defined in § 7-5.2-3(5), the board of directors, committees of the board, individual directors, and individual officers may, in considering the best interest of the corporation, in addition to considering the effects on shareholders, consider any of the following:

(1) The effect on the corporation's employees, suppliers, creditors, and customers;

(2) The effect on the communities in which the corporation operates;

(3) The long-term as well as short term interests of the corporation and its shareholders, including the possibility that these interests may be best served by the continued independence of the corporation.

(b) On the basis of the factors described in subsection (a), if the board of directors determines that any business combination is not in the best interests of the corporation, it may reject the business combination. If the board of directors determines to reject any business combination, the board of directors has no obligation to facilitate, to remove any barriers to, or to refrain from impeding, the business combination.

History of Section.
(P.L. 1990, ch. 138, § 1.)