The duty of the board of directors, committees of the board and individual directors under section 512 (relating to standard of care, justifiable reliance and business judgment rule) is solely to the domestic corporation and not to any shareholder, member or creditor or any other person or group, and may be enforced directly by the corporation or may be enforced by an action in the right of the corporation, and may not be enforced directly by a shareholder, member or creditor or by any other person or group. Notwithstanding the preceding sentence, sections 515(a) and (b) (relating to exercise of powers generally) and 516(a) (relating to alternative standard) do not impose upon the board of directors, committees of the board and individual directors any legal or equitable duties, obligations or liabilities or create any right or cause of action against, or basis for standing to sue, the board of directors, committees of the board and individual directors.
(Nov. 3, 2022, P.L.1791, No.122, eff. 60 days)
Structure Pennsylvania Consolidated & Unconsolidated Statutes
Pennsylvania Consolidated & Unconsolidated Statutes
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Section 501 - Reserved power of General Assembly
Section 502 - Application of chapter
Section 503 - Actions to revoke corporate franchises
Section 504 - Validation of certain defective corporations
Section 505 - Validation of certain defective corporate acts
Section 506 - Scope and duration of certain franchises
Section 507 - Validation of certain share authorizations
Section 511 - Application and effect of subchapter
Section 512 - Standard of care, justifiable reliance and business judgment rule
Section 513 - Personal liability of directors
Section 514 - Presumption of assent
Section 515 - Exercise of powers generally
Section 516 - Alternative standard
Section 517 - Limitation on standing
Section 518 - Nonexclusivity and supplementary coverage
Section 521 - Pensions and allowances
Section 522 - Indemnification of authorized representatives
Section 523 - Actions by shareholders or members to enforce a secondary right