NY Bus Corp L § 717 (2021)
2021 New York Laws BSC - Business Corporation Article 7 - Directors and Officers 717 - Duty of Directors.

§ 717. Duty of directors.  (a)  A  director shall perform his duties as a director, including his duties as a member of any committee of  the  board  upon  which  he  may serve,  in  good  faith and with that degree of care which an ordinarily prudent person in a like position would use under similar circumstances. In performing his duties, a  director  shall  be  entitled  to  rely  on information,   opinions,   reports  or  statements  including  financial statements and other financial data, in each case prepared or  presented by:  (1)  one  or  more  officers or employees of the corporation or of any other corporation of which at least fifty percentum of  the  outstanding shares  of  stock entitling the holders thereof to vote for the election of directors is owned directly or indirectly by  the  corporation,  whom the  director  believes  to  be  reliable  and  competent in the matters presented,  (2) counsel, public accountants or other persons as to  matters  which the  director believes to be within such person's professional or expert competence, or  (3) a committee of the board  upon  which  he  does  not  serve,  duly designated  in  accordance  with  a  provision  of  the  certificate  of incorporation or the  by-laws,  as  to  matters  within  its  designated authority, which committee the director believes to merit confidence, so  long as in so relying he shall be acting in good faith and with such degree of care, but he shall not be considered  to  be  acting  in  good faith  if  he has knowledge concerning the matter in question that would cause such reliance to be unwarranted. A  person  who  so  performs  his duties  shall  have  no  liability  by  reason of being or having been a director of the corporation.  (b) In taking action, including, without limitation, action which  may involve  or relate to a change or potential change in the control of the corporation,  a  director  shall  be  entitled  to   consider,   without limitation,  (1)  both the long-term and the short-term interests of the corporation  and  its  shareholders  and  (2)  the  effects   that   the corporation's  actions  may  have  in the short-term or in the long-term upon any of the following:  (i) the prospects for potential growth, development, productivity  and profitability of the corporation;  (ii) the corporation's current employees;  (iii)  the  corporation's  retired  employees  and other beneficiaries receiving or entitled to receive retirement, welfare or similar benefits from or pursuant to any plan sponsored, or agreement  entered  into,  by the corporation;  (iv) the corporation's customers and creditors; and  (v)  the  ability  of  the corporation to provide, as a going concern, goods, services, employment opportunities and  employment  benefits  and otherwise to contribute to the communities in which it does business.   Nothing in this paragraph shall create any duties owed by any director to  any  person or entity to consider or afford any particular weight to any of the foregoing or abrogate  any  duty  of  the  directors,  either statutory or recognized by common law or court decisions.   For  purposes  of this paragraph, "control" shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of  the  corporation,  whether  through  the ownership of voting stock, by contract, or otherwise.